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to see
the bigger
picture
Focused
on our
strategy
2025 Annual Report
76
Corporate
Governance
Report
142
Financial
Statements
205
Other Information
2
Strategic
Report
See the impact of our strategy
in action on pages 4 to 15
At a glance 2
Our strategy 4
Chair’s review 16
Chief Executive Officer’s review 18
Financial review 22
Key performance indicators 26
Our business model 28
Our stakeholders 30
Our markets 32
Business review, including:
— Broking 34
— Financial 38
— Support 40
— Research 42
Our impact: 46
— Environment 48
— Social 50
— Governance 58
Risk management and principal risks 59
Disclosure statements: 68
— Non-financial and sustainability
information statement 68
— TCFD 69
— 2025 environmental performance 72
— Diversity 73
— Going concern 74
— Viability statement 74
Governance at a glance 76
Chair’s introduction 77
Code compliance 78
Board activity/attendance 79
Our Board 80
Nomination Committee Report 90
Audit and Risk Committee Report 98
Directors’ Remuneration Report 106
Directors’ Report 130
Statement of Directors’ Responsibilities 134
Independent Auditors’ Report 135
Consolidated income statement 142
Consolidated statement of comprehensive income 143
Consolidated balance sheet 144
Consolidated statement of changes in equity 145
Consolidated cash flow statement 146
Notes to the consolidated financial statements 147
Parent Company balance sheet 186
Parent Company statement of changes in equity 187
Notes to the Parent Company financial statements 188
Forward-looking statements
Certain statements in this Annual Report are forward-looking. Although
theGroup believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that these expectations
will prove to have been correct. Because these statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements. The Group undertakes no
obligation to update any forward-looking statements whether as a result
ofnew information, future events or otherwise.
Alternative performance measures (‘APMs’)
Clarksons uses APMs as key financial indicators to assess the underlying
performance of the Group. Management considers the APMs used by the
Group to better reflect business performance and provide useful
information. Our APMs include underlying profit before taxation and
underlying earnings per share. See pages 205 and 206 for further
informationon APMs.
Contents
Alternative performance measures 205
Glossary 207
Five-year financial summary 211
Welcome
We are Clarksons
Through our unique
combination of unparalleled
expertise and cutting-edge
intelligence, we work in
partnership with our clients
to help them stay ahead
of emerging challenges
and seize opportunities
astheyarise.
The maritime industry has always found original and
innovative ways to overcome challenge and embrace
change. We continue to invest in our strategy,
enablingus to anticipate and adapt accordingly.
Building on our strong performance, we are always
evolving our offering to ensure our solutions
deliverresults.
Scan the
QR code
to read more
onour website
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Strategic Report
AT A GLANCE
Our business
Clarksons is at the heart
ofglobalshipping, helping
clientsmake smarter decisions
atevery stage ofthe shipping
lifecycle. Our global presence,
depth of relationships and total
service offering are underpinned
by research, enabled by
technology and implemented
bythe bestpeople.
OUR PURPOSE
We empower our clients and our people to make better
informed decisions using our market-leading intelligence;
and in doing so, meet the demands of the world’s rapidly
evolving maritime, offshore, trade and energy markets.
OUR VALUES
We always act withintegrity
We are honest and straight talking with
no tolerance for hidden agendas or
politics. We act with thoughtfulness and
integrity so our clients know they can
trust us to dothe right thing.
We are dedicated toexcellence
We work as a team, using our insight
and intelligence to explore innovative
solutions. We strive to exceed clients’
expectations, every time.
We collaborate and challenge
We are committed to collective success
and we are not afraid of challenging the
status quo to achieve it. Across over 60
offices in 25 countries, we work together
to reach the best outcomes.
OUR DIVISIONS
Broking
Our broking services are unrivalled –
interms of the number and calibre of
our brokers, our breadth of market
coverage, geographical spread, digital
solutions and depth of intelligence
resources.
Financial
From full investment banking services
toproject finance and bespoke asset
finance solutions for the shipping,
offshore and natural resources markets,
we help our clients arrange funding for
transactions and conclude deals in a
complex shipping finance landscape.
Support
Our teams provide the highest levels
ofsupport with 24/7 attendance at
strategically located ports in the UK,
mainland Europe and Egypt, offering
awide range of services including port
agency, freight forwarding, helicopter
operations, supplies and tools for the
marine and offshore industries.
Research
Clarksons Research is the market leader
in providing authoritative intelligence
onall aspects of shipping. Millions of
data points are processed and analysed
every day, used by both our clients and
our internal teams to underpin their
unique offerings.
25
Countries in which Clarksons operate
68
Clarksons offices
2,250
+
Employees
OUR DIVISIONAL BREAKDOWN
WHERE WE OPERATE
Our strategy
Our six strategic pillars drive the
creation of long-term sustainable value
for all of our stakeholders. Wedo this
by building on our strongperformance,
which allows usto maintain and
develop our position as the global
leader in shipping services.
Expanding our breadth
to better tailor our
integrated offer
Read more on page 4
Extending our reach
to enhance client support
globally
Read more on page 6
Strong understanding to
meet clients’ unique and
evolving needs
Read more on page 8
Empowering people
to fulfil their potential
Read more on page 10
Maintaining trust through
industry-leading
shipping intelligence
Read more on page 12
Growing our business
to improve performance
Read more on page 14
Americas
7 offices
100+ employees
UK
23 offices
900+ employees
Africa & Middle East
10 offices
280+ employees
Asia & Pacific
11 offices
500+ employees
Europe
17 offices
500+ employees
Share of revenue
1
2
3
4
2025
£m
1. Broking 476.0
2. Financial 60.1
3. Support 68.1
4. Research 27.2
Segmental operating profit
1
2
3
4
2025
£m
1. Broking 93.9
2. Financial 12.9
3. Support 4.8
4. Research 10.6
CLARKSONS BY NUMBERS
See the impact of our
strategy in action
on pages 4 to 15
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OUR STRATEGY
to better tailor
our integrated
offer
Expanding
our breadth 
Breadth in action
With an expanding and industry-leading
range of products and services spanning
the maritime, offshore, trade and energy
markets, and more touch points across the
industry than anyone else, we are uniquely
positioned to empower our clients to make
better informed decisions, whilst enabling
smarter, cleaner global trade.
EXPANDING INTO NEW MARKETS
The acquisition of Euro-America Shipping & Trade, Inc. (sincerenamed
Clarksons EAST LLC) inMarch 2025 marked animportant step in
strengthening the breadth of our integrated offer. By entering the US
government agency market, we have broadened our client base and
enhanced our ability todeliver specialist shipbroking services for
governmental and humanitarian requirements. With the Washington D.C.
team nowfully connected to Clarksons’ global expertise and resources,
clients gain a truly integrated solution – combining local insight with
worldwide capabilities to meet complex, mission-criticalneeds.
Find out more
Read more about our newly
acquiredcross-sector govern-
ment agencyoffering.
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OUR STRATEGY CONTINUED
to enhance client
support globally
Extending
our reach 
Reach in action
Our global presence enables us to meet
client needs wherever and whenever they
arise. Through our growing global office
network we share culture, values, IT systems
and high standards of corporate governance
across our business, as we use our local
knowledge to provide our clients with truly
global, cross-border advice.
STRENGTHENING OUR PRESENCE IN SOUTHAMERICA
We welcomed Bruna Carvalho as Managing Director of our Brazil office.
Bruna’s leadership is helping to drive forward opportunities across the region’s
accelerating markets. Across the year, the region has seen an uptick in new
participants in the dry cargo market, a substantial increase in oil production
boosting tanker demand, and new licensing that paves the way for offshore
wind projects. By strengthening local expertise and capabilities, clients benefit
from on-the-ground insights and seamless access to opportunities across
SouthAmerica.
Find out more
Read more about the market
opportunity in Brazil and how
ithasevolved.
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to meet clients’
uniqueand
evolving needs
Stronger
understanding 
Understanding in action
EVOLVING OUR DERIVATIVES TEAM
We continue to enhance our derivatives capabilities to meet clients’ evolving needs
across established and emerging markets, including fuel oil, container FFA, battery
metals andrenewable products such as biomethane. The appointment of SanderBots as
the business’ COO underscores our commitment to continually develop and optimise
client-focused solutions.
The acquisition of Zuma Labs demonstrates our commitment to technology-enhanced
engagement, growth, and delivering on the evolving needs of all market brokers and
their clients in an increasingly complex global trading environment.
Find out more
Disclover our full Derivatives offering
OUR STRATEGY CONTINUED
With a broad and long-established client base,
we have worked with many of our clients for
generations, building a deep understanding
oftheir businesses and providing the services
that have helped them to prosper. We use
ourleading technology and authoritative
intelligence to offer unique and tailored
solutionsto meet our clients’ needs.
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to fulfil their
potential
Empowering
people 
We are committed to attracting and retaining
the best people, providing them with the tools
and training that empower them to fulfil their
potential. Our employees have access to
ourleading technology and authoritative
intelligence, enabling them to support
ourclients to make smarter and
better-informeddecisions.
People in action
POWERING UP BROKING DESKS
Our Broking teams are increasingly empowered to reach their full potential
through the digital tools and expertise available to them. With dedicated
support from our Digital Empowerment team, brokers and analysts are able
to tap into technology-driven solutions that streamline workflows and unlock
greater value from the rich data and insight across desks. Rapid development
tools are already enhancing decision-making, boosting efficiency, and giving
our people the confidence and capabilities to deliver exceptional client
service – ultimately elevating performance across the business.
OUR STRATEGY CONTINUED
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through industry-
leading shipping
intelligence
Maintaining
trust 
Globally respected as a provider of
market-leading data and intelligence,
our research and data is widely trusted
across the shipping industry to inform
effective decision-making.
Trust in action
SCALING OUR TECHNOLOGY STRATEGY
In 2025, we welcomed Bart Bream as Group Chief Technology Officer to drive
andscale our technology strategy and accelerate the business’ digital capabilities.
Bart’s expertise and hands-on approach is already delivering tangible benefits –
from enhancing internal technology platforms and optimising resource structures
toshaping external partnerships and client-facing solutions. These initiatives
are not only strengthening our offering but are also safeguarding and elevating
thetrust clients place in our shipping intelligence.
Find out more
Read more about the appointment
of Bart Bream.
OUR STRATEGY CONTINUED
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to improve
performance
Growing our
business 
We are a consistently profitable and
cash-generative business that is focused on
creating long-term value for our shareholders.
Wecontinue to invest to build on our position
as the market leader across our core sectors
through the provision of best-in-class advice
and service to our clients.
Growth in action
PROGRESSIVE DIVIDEND POLICY
Now in its 23rd consecutive year, our progressive dividend policy
demonstrates the strength of the Group’s balance sheet, strong free
cashgeneration and ability to deliver consistent shareholder returns.
Find out more
Explore our dividend history
OUR STRATEGY CONTINUED
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CHAIR’S REVIEW
A robust business model
Well positioned to adapt,
invest and lead through the
clarity of our strategic vision.
As I reflect on 2025, it is clear that this
has been a year defined by extraordinary
geo-political and economic complexity.
The global business environment was
shaped by heightened uncertainty, with
the first half of the year marked by
significant political shifts, escalating
tariff regimes, and the increase in use of
sanctions by government authorities.
These dynamics created a period of
significantly reduced activity across
many industries, with companies facing
unprecedented challenges in decision-
making and market engagement.
Despite these headwinds, the second
half of the year started to see renewed
momentum. Market sentiment improved,
and businesses began to move beyond
the earlier standstill, as larger players
actively re-engaged in transactions and
Clarksons supported its clients through
turbulent times. Our ability to adapt,
invest and lead in this environment is a
testament to the strength and expertise
of our global teams and the clarity of
our strategic vision.
Results
In the year to 31 December 2025,
Clarksons delivered an underlying profit
before taxation
1
of £90.6m, reflecting
the robustness of our business model in
responding to the market uncertainty
and complexity.
This performance underscores the
success of our strategy to invest in
growth, broadening our geographic
presence, expanding the products we
service, enhancing our technology and
tools for trade and continuing to build
the scale and market leadership
necessary for sustained success.
Our strong cash reserves have also
enabled us to maintain a focus on
investment and strategic M&A activity
throughout the year.
Dividend
In line with our progressive dividend
policy, and reflecting our strong cash
position, the Board is recommending an
increased final dividend of 79p per
share, bringing the total dividend for
2025 to 112p per share (2024: 109p), an
increase of 3% and the 23rd consecutive
year of dividend increase.
Laurence Hollingworth
Chair
People
Our people remain our most important
asset and the foundation of our success.
In 2025, we continued to invest globally
in talent, making key hires and
promotions across the business,
strategically locating staff nearer to our
clients and expanding our product
offering. Our strategy of diversifying
talent by geography, division and skill
set has strengthened our capabilities
and deepened our expertise.
We are proud to attract and retain the
best talent in the industry, and I extend
my sincere thanks to every member of
the Clarksons team for their dedication
and hard work during what has been a
challenging year.
Board
In September 2025, our CFO & COO,
Jeff Woyda, announced his decision to
retire in 2026 after nearly 20 years of
extraordinary service. Jeff has been
instrumental in transforming Clarksons
into the global leader it is today, and his
legacy of strategic delivery, operational
excellence and unwavering commitment
to our values will endure for years to
come. On behalf of the Board and the
entire Group, I extend our deepest
gratitude for his contribution.
We are undertaking a comprehensive
search to appoint a new CFO and COO.
We are confident that the new
appointee will build upon the strong
foundations Jeff has established and,
working alongside Andi Case, our CEO,
and the Board, drive our continued
growth and the successful execution of
our strategy.
Outlook
Looking ahead, we recognise that
macro-economic and geo-political
unpredictability will continue to shape
the global landscape. However,
Clarksons’ diversified footprint and
strategic investments position us
exceptionally well to respond to evolving
market conditions. Our strong balance
sheet, free cash flow and forward order
book provide a solid foundation for the
year ahead and further into the future.
I would like to thank all our shareholders,
clients, employees and partners for their
continued support and confidence in
Clarksons. Together, we have navigated
a challenging year successfully, and I am
optimistic about the opportunities that
lie ahead.
Laurence Hollingworth
Chair
6 March 2026
In 2025, we continued to invest globally in talent,
making key hires and promotions across the business,
strategically locating our staff nearer to our clients and
expanding our product range.
Laurence Hollingworth
Chair
1 Classed as an APM. See pages 205 and 206
for further information onAPMs.
INVESTMENT
PROPOSITION
Strong growth
We are a consistently profitable
andcash-generative business.
Momentum
We continue to invest to build on
ourposition as the market leader
across our core sectors.
Experience
We provide best-in-class advice and
service to all our clients by having
thebest people.
Track record
This is our 23rd year of
consecutivedividend increases.
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CHIEF EXECUTIVE OFFICER’S REVIEW
2025 was a year that tested the
resilience and adaptability of the global
shipping industry like few before it. I am
immensely proud of, and deeply grateful
to, my colleagues across the world for
their unwavering commitment and
exceptional contributions during a
period of extraordinary complexity and,
accordingly, opportunity.
Throughout 2025, shipping markets
were buffeted by a series of material
geo-political shocks and economic
headwinds. The imposition of new
tariffs, ongoing sanctions and regional
conflicts disrupted established trade
routes and increased complexity across
the sector.
Despite these challenges, seaborne
trade remained resilient growing by 1.1%
to 12.9bn tonnes. The uncertainty
affecting market sentiment in the first
half of the year eased to some extent as
the year progressed, supported by
increased trade volumes, a demand for
commodities and stronger energy
markets. As in previous years, the
industry’s ability to adapt, using longer
trade routes and innovative solutions,
ensured the continued flow of goods
worldwide. The resilience of seaborne
trade activity, even in the face of
uncertainty, underscores the critical role
shipping plays in the global economy.
Lack of clarity of outlook in the first half
of the year, arising from tariffs, changes
in global priorities and the
announcement of USTR, contributed to
a 27% reduction in newbuilding orders
by CGT in 2025. It was however an
active year for newbuilding deliveries, up
6% to 43.8m CGT. The global fleet grew
by 3.5%, weighted towards container,
LNG and PCC vessels. Although slightly
down compared to 2024, prices for
newbuild vessels remain at elevated
levels driven by high labour costs and
strong forward cover.
The evolving sanctions environment
created complexity for shipping markets
during 2025. This has further continued
into 2026, with nearly 1,000 vessels in
the global tanker fleet currently
sanctioned. These challenges provided
some support for shipping markets in
2025, increasing both tonne-miles and
operational complexity. Clarksons’
regional expertise and global insight
enabled us to support our clients in
navigating these complexities with
confidence and clarity.
Although regulatory momentum around
sustainability and green initiatives
slowed in some regions as governments’
priorities and perspectives shifted, the
green transition remained in focus for
our clients as the industry continues to
invest in green technologies. Regulatory
pressure to effect change is expected to
return, and Clarksons is proactively
investing in long-term solutions.
Broking
2025 saw our Broking division make
significant strides in both market reach
and product innovation, with a focus on
growing our presence across both
physical and derivative platforms to
deliver integrated solutions to clients.
Despite a challenging first half, marked
by extreme caution in the market due to
global political and economic
uncertainty, the second half saw
renewed momentum across all
segments as larger market participants
re-entered the market and transactional
activity increased. Dry bulk and energy
markets rallied in the second half of the
year, driven by increased demand, new
cargoes on longer-haul routes out of
Latin America and Africa and a reversal
of OPEC+ supply cuts. Although asset
market activity in newbuilding and sale
and purchase declined from the elevated
levels of 2024, the team remained fully
engaged throughout the year, leading
the market in successfully executing
mandates across all major sectors.
Throughout the year, we made
significant investment in our broking
capabilities, strengthening our presence
across multiple regions through new
hires and personnel relocation into the
Middle East, Europe, Asia Pacific and the
Americas. The acquisition of Euro-
America Shipping & Trade, Inc. (since
renamed Clarksons EAST LLC) at the
start of the year provided access to a
new market segment in fulfilling freight
contracts with US government agencies
across multiple shipping markets. South
America is also emerging as an
increasingly important region for
business; a trend reflected in the
continued expansion of our Brazil office.
We also strengthened our freight and
commodity derivatives business through
targeted investments and strategic
appointments in London, Dubai and
Singapore.
Our continued investment in all areas of
broking is underpinned by its robust
performance across market-cycles and
by the strength of our forward order
book (‘FOB’), which now extends for
almost 20 years and provides substantial
visibility over future earnings. Operating
profit from the Broking division during
the year was £93.9m (2024: £122.6m).
Financial
The Financial division delivered a record
performance in 2025, supported by a
resilient and increasingly active capital
markets environment. Debt capital
markets were particularly strong and
buoyed by several sizeable transactions.
The team also remained active across
M&A and equity mandates, advising
clients across all major sectors and
demonstrating both their expertise and
long-standing relationships.
Our Project Finance shipping business
experienced a good inflow of projects
and mandates towards the end of the
year supported by improving investor
sentiment. In addition, the Group
completed the buy-out of the minority
interest in the shipping and offshore
business during the first half of the year.
The Real Estate business continued to
demonstrate resilient levels of activity
despite an evolving and cautious market
environment. Looking ahead,
expectations for this area are positive as
the interest rate environment improves,
which should stimulate deal activity and
investment across the sector.
The Financial division reported
operating profit of £12.9m in 2025
compared with £5.2m in2024.
A period of extraordinary
complexity and opportunity
Using our regional expertise
and global insight to support
our clients with confidence
and clarity.
Andi Case
Chief Executive Officer
Throughout the year, we made significant investment in
our broking capabilities, strengthening our presence
across multiple regions through new hires and
personnel relocation into the Middle East, Europe,
AsiaPacific and the Americas.
Andi Case
Chief Executive Officer
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CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
Support
Our Support division encountered a
more challenging year, impacted by
delays in offshore wind and energy
projects, particularly along the UK
coastline. Market conditions are
expected to improve as projects
progress, although this remains
contingent on UK government energy
policy.
Activity in Northern Europe was more
encouraging, with the Group entering
into a strategic 10-year agreement with
a major client to support their port
operations, logistics and maintenance
activities.
Throughout 2025, ongoing disruption to
Suez Canal transits continued to pose
challenges for our Agency business in
Egypt. Despite this, the team worked
diligently to support clients and is well
positioned to benefit once activity
returns to more normal levels.
The division continues to invest in
broadening its capabilities across the
offshore oil and gas, marine and
renewable energy sectors, and is well
positioned to meet clients’ needs
globally as market conditions and
demand evolve.
The Support division delivered operating
profit of £4.8m in 2025 (2024: £7.7m).
Research
The Research division continued to
perform strongly, delivering growth in
both revenue and profitability and
underscoring the critical importance of
data-driven intelligence in today’s
complex and volatile market. Client
demand for high-quality data and
actionable insights continues to rise
which, combined with the significantly
recurring nature of revenue, is a major
driver in our ambition to continue to
invest and broaden our product offering.
Our Research teams continue to expand
coverage on critical topics which this
year included insights on geo-political
disruption, US government policy and
tariffs and fleet evolution. We continue
to invest strategically in the division,
integrating innovative technologies and
advanced techniques, and are focused
on growing the team, particularly in
Asian growth markets, in addition to
building synergies by partnering with
our other divisions.
The division increased its operating
profit to £10.6m (2024: £9.5m).
Investing in technology
Sea, our physical chartering market
solution for pre and at trade workflow,
services clients and their brokers in the
negotiation, execution, recording and
contracting of physical freight, and has
added over 60 new customers in 2025.
In early 2026, the Group acquired Zuma
Labs Limited (‘Zuma’), bringing with it
Venetian, the market-leading platform
for freight derivatives, servicing brokers
and their clients in the FFA markets. This
investment alongside Sea, reinforces the
Group’s commitment to provide the
market with leading solutions across
both physical and derivative freight
markets.
Zuma also brings Prism, its new AI
capability, to meet growing demand for
intelligence alongside data as the
complexity of the global trading
environment increases.
Outlook
Despite the lack of predictability in the
geo-political backdrop, Clarksons’
diversified strategy, strong forward
order book and commitment to
innovation position us well to continue
to seize opportunities as they arise. Our
people, culture and relentless focus on
client service remain our greatest
strengths.
In the year to date, momentum from Q4
2025 has continued, market sentiment
has been positive and trading has been
good, evidenced by new spot business
negotiated being higher than the same
period last year.
As at the end of 2025, our FOB for
invoicing in 2026 was US$244m,
US$13m more than at the beginning of
2025. In addition, the continued growth
of our total FOB, which goes forward
many years, reflects newbuilding
contracts, long-term time charters and
multi-year contract income, providing a
good platform for future earnings
visibility.
The strength of our balance sheet,
excellent cash generation and healthy
FOB gives us confidence to be at the
forefront of opportunities for growth
and to actively consider opportunities
for M&A where accretive to the business.
The market-leading position we hold
today reflects sustained commitment
and long-term investment in our
strategy. The Group remains at the
forefront of the industry and will
continue to invest in high-calibre talent
globally, leading technology and
advanced market intelligence, ensuring
we are well placed to advise and
support clients across increasingly
complex shipping markets.
Finally, I would like to take this
opportunity to thank Jeff Woyda, who
retires in September after nearly 20
years of outstanding service. Jeff has
been a key partner for me and a driving
force in the transformation of Clarksons
into the global leader it is today. His
wisdom, integrity and dedication have
left an indelible mark on our business
and culture, and he has been
instrumental in driving forward The
Clarkson Foundation and the incredible
contribution it has made in many areas.
We wish Jeff the very best for the future
as we move forward in a strong position,
in no small part due to his contribution.
Andi Case
Chief Executive Officer
6 March 2026
The market-leading
position we hold today
reflects sustained
commitment and long-
term investment in our
strategy.
Andi Case
Chief Executive Officer
20 21Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
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Strategic Report
Jeff Woyda
Chief Financial Officer
& Chief Operating Officer
FINANCIAL REVIEW
Investing in the business
We continue to invest in new
teams, expand into new
geographies and broaden our
service offering to clients.
HIGHLIGHTS
Revenue
£631.4
m
2024: £661.4m
Underlying profit before taxation
1
£90.6
m
2024: £115.3m
Reported profit before taxation
£86.7
m
2024: £112.1m
Dividend per share
112
p
2024: 109p
Read more
Key performance indicators on pages 26 and 27.
As I present the Financial review to
shareholders for the final time, I would
like to express my gratitude to all the
outstanding colleagues I have had the
pleasure to work alongside over the past
two decades. I am equally grateful to the
Board and to our shareholders for their
trust and support throughout my tenure.
It has been a privilege to serve as CFO
since 2006, and to contribute to the
Group’s evolution into the market-
leading business it is today.
I am pleased to report a robust
performance for the Group in 2025,
which delivered revenue of £631.4m
(2024: £661.4m) and an underlying
profit before taxation
1
of £90.6m (2024:
£115.3m). The well-documented
geo-political headwinds facing shipping
markets, particularly in the first half of
the year, resulted in a lower underlying
operating profit
1
of £78.0m (2024:
£101.7m). Finance income of £14.0m
(2024: £14.9m) was also slightly down,
ascentral banks’ review of monetary
policy saw interest rates cut during the
year. The Group delivered underlying
basic earnings per share
1
of 225.8p
(2024: 286.9p).
Reported profit before taxation and
basic earnings per share were £86.7m
(2024: £112.1m) and 214.0p (2024: 277.1p)
respectively. In line with the Group’s
commitment to a progressive dividend
policy, which is now in its 23rd
consecutive year, a full year dividend
of112p is recommended as described
inmore detail on page 25.
Free cash resources
1
increased to
£232.0m (2024: £216.3m) as the Group
continues to deliver strong cash
generation across the cycle, which
underpins our continued investment
inexceptional talent, market-leading
intelligence and enhanced technology.
Aligned with its strategic objectives,
including the establishment of new
teams, expansion into additional
geographies, broadening of our service
offering and strengthening of our
market position, the Group also actively
pursues M&A opportunities.
2025 performance overview
The Broking division performed
positively during the year, reporting
revenue of £476.0m (2024: £529.3m)
andan operating profit of £93.9m
(2024: £122.6m). The division’s
performance was shaped by the
complex geo-political landscape faced
by shipping markets, including a shifting
tariff and sanctions environment,
uncertainty caused by government
policy changes and ongoing regional
conflicts. A weaker US dollar also
provided a headwind to the division’s
operating result.
Despite these challenges, the supply and
demand dynamics which have shaped
the industry over recent years remained
in fine balance. Seaborne trade
continued to grow, driven by increased
economic consumption and a demand
for commodities. Freight rates in most
sectors remained at or above their
10-year average, with dry bulk markets
experiencing a strong second half, due
to growth in long-haul Atlantic exports
and increased import demand from
China. Energy markets also finished the
year positively, with seasonal demand
supported by additional cargoes
following a reversal of OPEC+ supply
cuts and increasingly complex sanctions
requirements.
Despite an easing of asset market
volumes compared to the historic high
in 2024, the division’s Sale & Purchase
teams performed well. Prices for both
secondhand and newbuilding remained
at elevated levels and clients continued
to value the teams’ insight across all
asset classes. The green transition also
continued to influence decision-making,
with sustained interest in green
technologies and uncertainty
surrounding new emissions regulations
reinforcing demand for specialist
expertise.
The Financial division had a record year,
reporting revenue of £60.1m (2024:
£42.6m) and an operating profit of
£12.9m (2024: £5.2m), as a strong
Nordic high-yield bond market provided
the backdrop for a significant number
ofcapital markets transactions. Debt
capital markets were particularly active,
with the team advising on several
corporate bond transactions in the
metals and minerals, offshore and
energy sectors. Despite periods of
geo-political uncertainty affecting
market confidence, revenues from
commissions on secondary trading
activity also remained robust throughout
the year.
The Project Finance business continued
to work with clients on mandates
throughout 2025, executing several
deals towards the end of the year. In the
first half of the year, the Group
completed the buy-out of the minority
interest in the shipping and offshore
business and continues to invest in the
team’s future success. The Real Estate
business, where a minority interest is
retained, performed positively, despite
challenges from uncertainty in the
Norwegian real estate market due to the
high-interest rate environment and
subdued activity in secondary markets
outside of prime segments.
The Support division delivered revenues
of £68.1m (2024: £65.0m) and an
operating profit of £4.8m (2024: £7.7m),
as the UK business experienced a more
challenging trading environment, in part
due to government policy towards new
oil and gas field development and delays
to offshore energy projects. The
division’s Northern European business
experienced comparatively favourable
market conditions, including signing a
10-year agreement with a major client to
support their port operations, logistics
and maintenance activities. The
Egyptian Agency business continues to
perform robustly given the challenges
arising from reduced Suez Canal transits
and remains well positioned to support
clients when activity returns.
The division’s tooling and supplies
business, Gibb Group, faced similar
challenges from the reduction in
offshore oil, gas and renewables activity,
although demand for medical and
rescue expertise continued to increase
with both revenue and profits from this
business segment increasing year
onyear.
The Research division delivered another
excellent performance in 2025,
increasing revenue and operating profit
to £27.2m (2024: £24.5m) and £10.6m
(2024: £9.5m) respectively. Recurring
revenue continues to represent over
90% of the division’s sales and high
client retention has allowed the business
to continue to scale and invest in its
product set. Newfunctionality and
content this year included economic
impact assessments of US policy on
tariffs, the continued disruption in the
Red Sea following regional conflict and
the impacts of an increasingly complex
sanctions environment. Clients continue
to value the provision of high-quality
market-leading insights as they navigate
geo-political changes and complex
shipping markets.
1 Classed as an APM. See pages 205 and 206
forfurther information on APMs.
22 23
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0
20
40
60
80
100
120
2003
18
11
7
16
9
2004
25
2005
32
22
10
2006
36
24
12
2007
40
26
14
2008
42
26
16
2009
43
27
16
2010
47
30
17
2011
50
32
18
2012
51
33
18
2013
56
37
19
2014
60
39
21
2015
62
40
22
2016
65
43
22
2017
73
50
23
2018
75
51
24
2019
78
53
25
2020
25
79
54
57
2021
84
27
64
2022
93
29
72
2023
102
30
2024
32
77
109
2025
33
79
112
Strategic Report
Administrative expenses
The Group incurred underlying
administrative expenses
1
of £514.3m
(2024: £526.0m), driven by a reduction
in the bonus charge for the year, aligned
to operating performance. Throughout
the year, the Group continued to invest
in people, teams andtechnology,
expanding our presencein new
geographies and markets, delivering
improved technology and tools for trade
and maintaining our commitment to
develop and train new talent. The Group
remains focused on investing across the
business to ensure we have the best
people, technology and market insights
to support our clients globally.
Finance income and costs
The Group reported finance income
of£14.0m (2024: £14.9m); whilst the
business continues to generate strong
levels of cash and actively manage its
treasury activities, interest rate cuts by
central banks provided a headwind to
investment returns. Finance costs were
£2.4m (2024: £1.9m) and are mainly
comprised of interest expenses on lease
liabilities, which have increased inline
with the Group’s continued investment
in its global footprint including new and
extended office leases in key shipping
locations.
Acquisitions
In March 2025, we were pleased
toannounce the acquisition of
Euro-America Shipping & Trade, Inc.
(since renamed Clarksons EAST LLC),
aWashington DC-based ship brokerage
firm specialising in freight contracts
withUS government agencies across
multiple shipping markets. This
acquisition adds new capability to
theGroup by further expanding our
presence within the USand broadening
our capabilities withthis new market
segment.
In January 2026, the Group completed
the acquisition of Zuma Labs Limited
(‘Zuma’), a leading technology provider
serving stakeholders in the Forward
Freight Agreement and commodities
market. The acquisition of Zuma
reinforces the Group’s commitment
totechnology-enhanced engagement
withclients, responding to the evolving
needs of maritime markets in an
increasingly complex and competitive
trading environment.
FINANCIAL REVIEW CONTINUED
Acquisition-related costs of £3.9m
(2024: £3.2m), which include the above
transactions, have been disclosed
separately in the consolidated income
statement, and relate to the amortisation
of intangibles and costs linked to
ongoing employment obligations.
Weestimate acquisition-related costs
for 2026 to be £2.3m assuming no
further acquisitions are made.
Taxation
The Group reported an underlying
effective tax rate
1
of 22.4% (2024:
22.5%). The Group’s underlying
effectivetax rate
1
remains stable and
isreflective of the broad international
operations of the Group. The Group’s
reported effective tax rate was 23.1%
(2024:23.0%).
Foreign exchange
The Group is exposed to adverse
movements in foreign exchange as its
revenue is mainly denominated in
USdollars, whereas operating expenses
aredenominated in local currencies
andfinancial performance is reported
insterling.
During the year, the US dollar moved
sharply against most major currency
pairs following frequent geo-political-
driven shocks. The sterling to US dollar
exchange rate started the year close
toUS$1.26 and ended at US$1.35, with
an average rate of US$1.32 (2024:
US$1.28) providing an additional
headwind to this year’s financial
performance.
Dividend
The Board is recommending a final
dividend in respect of 2025 of 79p
(2024: 77p) which, subject to
shareholder approval, will be paid on
22 May 2026 to shareholders on the
register at the close of business on
8 May 2026.
Together with the interim dividend in
respect of 2025 of 33p (2024: 32p),
thiswould give a total dividend of 112p
for 2025, an increase of 3% on 2024
(2024: 109p) and representing the 23rd
consecutive year the Group has
increased returns to shareholders.
Inreaching its decision, the Board took
into consideration the Group’s 2025
performance, balance sheet strength,
ability to generate cash and forward
order book.
Free cash resources
The Group ended the year with cash
balances of £401.1m (2024: £431.3m)
and a further £70.1m (2024: £62.0m)
held in short-term deposit accounts and
government bonds, classified as current
investments on the balance sheet.
Although the aggregate cash and
investments position is lower than
lastyear, it remains extremely strong.
Inaddition, the lower profit in 2025
hasreduced the amounts reserved
forbonus, and resulted in an overall
increase to the net cash and available
funds
1
position.
Net cash and available funds
1
, being
cash balances after the deduction of
thetotal cost of accrued bonuses,
at31 December 2025 were £260.1m
(2024: £243.7m). The Board uses this
figure as a better representation of the
net cash available to the business since
bonuses are typically paid after the
year-end, hence an element of the
year-end cash balance is earmarked
forthis purpose. It should be noted
thataccrued bonuses include amounts
relating to the current year and amounts
held back from previous years which will
be payable in the future.
A further measure used by the Board
intaking decisions over capital
allocation is free cash resources
1
,
whichdeducts monies held by regulated
entities from the net cash and available
funds
1
figure. Free cash resources
1
at
31 December 2025 were £232.0m
(2024:£216.3m).
In addition to these free cash resources
1
,
the Group has a strong balance sheet
and has consistently generated an
underlying operating profit and good
cash inflow. Management has stress
tested a range of scenarios from the
base case, modelling different
assumptions with respect to the Group’s
cash resources and, as a result,
continues to adopt the going concern
basis in preparing the financial
statements. See page 147 for further
details.
Balance sheet
Net assets at 31 December 2025
were£527.8m (2024: £495.7m).
Thebalance sheet remains strong,
withnet current assets and investments
exceeding non-current liabilities
(excluding pension assets and lease
liabilities as accounted for under IFRS 16
‘Leases’) by £281.1m (2024: £257.7m).
TheGroup’s pension schemes had a
combined surplus before deferred tax
of£14.4m (2024: £12.3m).
Forward order book (‘FOB’)
The Group earns some of its
commissions on contracts where the
duration extends beyond the current
year. Where this is the case, amounts
that can be invoiced during the current
financial year are recognised as revenue
accordingly. Those amounts which are
not yet invoiced, and therefore not
recognised as revenue, are held in the
FOB. In challenging markets, such
amounts may be cancelled or deferred
into later periods.
The Directors review the FOB at the
year-end and only publish the FOB
items which will, in their view, be
invoiced in the following 12 months.
At31 December 2025, this estimate
wasUS$244m (31 December 2024:
US$231m).
Alternative Performance Measures
(‘APMs’)
Clarksons uses APMs as key financial
indicators to assess the underlying
performance of the Group. Management
considers the APMs used by the Group
to better reflect business performance
and provide useful information. Our
APMs include underlying profit before
taxation, underlying earnings per share,
net cash and available funds, and free
cash resources. Seepages 205 and 206
for further information on APMs.
Jeff Woyda
Chief Financial Officer
& Chief Operating Officer
6 March 2026
1 Classed as an APM. See pages 205 and 206
forfurther information on APMs.
Dividend per share (pence)
 Interim   Final   Deferred 2019 final dividend paid as 2020 interim dividend
24 25
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Strategic ReportStrategic Report
KEY PERFORMANCE INDICATORS
Creation of long-term
valuefor shareholders
Our financial indicators
show resilient results against
a complex geo-political
backdrop, reflecting our
proven strategy.
Revenue
£631.4
m
Underlying profitbefore taxation
1
£90.6
m
Underlying earnings per share
1
225.8
p
Forward order book (‘FOB’) at
31 December for following year
US
$244
m
20252023 2 024
£631.4m
£661.4m
£639.4m
20252023 2 024
£90.6m
£115.3m
£109.2m
20252023 2 024
225.8p
286.9p
275.0p
20252023 2 024
$244 m
$231m
$217m
Definition
The Group has four revenue segments:
Broking, Financial, Support and
Research. All revenue is translated at the
rate of exchange prevailing on the date
of the transaction.
Why it is important for Clarksons
Revenue drives the business, resulting
incash generation and rewards to
stakeholders.
Performance in 2025
Group revenues decreased compared to
2024, driven by a reduction in the
Broking division which was impacted by
the complex geo-political landscape and
weaker US dollar. By contrast, a strong
Nordic high-yield bond market provided
the backdrop for growth in the Financial
division. The Support and Research divisions
also grew revenues compared to 2024.
Read more
Note 4 of the consolidated financial
statements on pages 160 and 161.
Definition
Profit before taxation, exceptional items
and acquisition-related costs as shown
in the consolidated income statement.
Why it is important for Clarksons
The Board considers that this
measurement of profitability provides
stakeholders with information on trends
and performance, before the effect of
exceptional items, acquisition-related
costs and different tax regimes around
the world.
Performance in 2025
This decreased compared to 2024 as
geo-political headwinds facing shipping
markets, particularly in the first half of
the year, impacted operating
performance.
Read more
Financial review on pages 22 to 25.
Definition
Profit for the year attributable to
ordinary equity holders of the Parent
Company divided by the weighted
average number of ordinary shares in
issue during the year, excluding share
purchase trusts’ shares.
Why it is important for Clarksons
This measure shows how much
underlying profit the Group is
generating for its shareholders.
Performance in 2025
This decreased in line with thefall in
underlying profit before taxation and
reduced minority interest.
Read more
Note 7 of the consolidated financial
statements on page 164.
Definition
The Directors’ best estimate of
commissions to be invoiced over
thefollowing 12 months as payments
falldue.
Why it is important for Clarksons
The FOB gives a degree of forward
visibility of income.
Performance in 2025
The FOB for the next 12 months has
increased by US$13m compared to the
equivalent 2024 position, with strong
freight rates across key markets, a
continued focus on period business
across all segments and increased
newbuilding business leading to more
long-term fixtures executed.
Read more
Financial review on pages 22 to 25.
1 Classed as an APM. See pages 205 and 206 for further information onAPMs.
Whilst we use non-financial metrics within the business, such as in relation
toemployment matters, we do not use non-financial KPIs to measure the
strategicperformance of the Group.
26 27Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements Other InformationCorporate GovernanceStrategic Report
Strategic ReportStrategic Report
OUR BUSINESS MODEL
An integrated offering
At the heart of global
shipping.
OUR STRENGTHS VALUE CREATEDWHAT WE DO
Leading reputation
Our clients remain loyal to us due to our
end-to-end global offering, unrivalled
service, breadth of knowledge and
industry-leading range of products that
span the maritime and financial markets.
The best people in the business
Our people are our most important
asset, differentiating us from our
competitors. We attract, retain and
develop the best talent in the market,
and our people have a track record of
delivering for our global client base.
Understanding our clients’ needs
We understand the challenges our
clients face in a rapidly evolving world,
drawing on our expertise to provide
them with tailored solutions and services
and the intelligence and tools they need
to make smarter and cleaner decisions.
Authoritative intelligence
Research sits at the heart of everything
we do, enabling us to develop bespoke
solutions for our clients and support
them in making fully informed business
decisions across their freight and
asset-owning strategies.
Robust technology platforms
andtools
Our investment in technology
complements the expertise of our
people and provides our clients with
real-time intelligence for decision-
making and innovative tools for trade.
Green Transition
Through our Green Transition offering,
we are committed to supporting our
stakeholders across the industry as
theymove towards a cleaner future
forglobaltrade.
BROKING
Our brokers act as intermediaries
between shipping principals in all
majorglobal markets. We help the
principals negotiate the terms of a
voyage, a timecharter hire or a contract
of affreightment. We also help clients
contract newbuildings, buy and sell
secondhand vessels, and arrange the
scrapping of older tonnage. Additionally,
we provide derivative broking services
to enable principals to manage and
mitigate their risks.
How we make money
We earn a broking commission based
onthe value of the freight, the hire or
the asset. On our derivative broking
services we earn commission based
either on the underlying contract value
or as a fixed fee per contract.
FINANCIAL
The Financial division provides full
investment banking services, project
finance and bespoke asset finance
solutions to the shipping, offshore and
natural resources markets. We help
clients to manage risk, arrange funding
for transactions and conclude deals in
acomplex shipping finance landscape.
How we make money
We earn commissions and fees from
these activities.
OUR CLIENTS
Offering a market-leading service at
every step of the shipping lifecycle.
OUR PEOPLE
Providing a great place to work where
everyone can fulfil their potential.
OUR SHAREHOLDERS
Generating sustainable long-term
valueand returns.
OUR COMMUNITIES
Having a positive impact on both the
shipping community and wider society.
ENABLING GLOBAL TRADE
As a strategic partner with a global
presence, we help our clients make
smarter decisions at every stage of the
shipping lifecycle.
Everything we do is underpinned by
research, enabled by technology and
implemented by the best people.
SUPPORT
The Support division provides the
highest standards of support to the
marine and offshore industries with 24/7
attendance at strategically located
ports. Our services include port agency,
project logistics, freight forwarding,
warehousing, crew travel and
industrialsupplies.
How we make money
We earn fixed agency fees and
revenuefrom the sales of supplies.
RESEARCH
The Research division provides and sells
data, analysis and intelligence covering
every aspect of our markets, including
shipping, trade, offshore and maritime.
We provide clients with access to the
information they need to operate their
businesses more effectively.
How we make money
We earn revenue from digital offerings,
typically recurring, alongside the
provision of specialist services including
data feeds, consultancy, valuations and
market reports.
Read more
Business review on pages 34to35
TECHNOLOGY
Technology is central to everything
we do. We invest in technology
and data across all of our business
lines, including developing tools for
trade for our core Broking business
and external shipping stakeholders.
Read more
Technology on pages 44to45.
T
E
C
H
N
O
L
O
G
Y
Smarter decisions
powered by
authoritative
intelligence and
expertise
F
I
N
A
N
C
I
A
L
B
R
O
K
I
N
G
S
U
P
P
O
R
T
R
E
S
E
A
R
C
H
Creating value for
ourcommunities
Raising money through our
annual Charity Giving Day.
Read more
On pages 53
to57
28 29Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationCorporate GovernanceStrategic Report
Strategic Report
OUR STAKEHOLDERS
Committed to
effective engagement
We recognise the value of
building strong relationships
with our stakeholders to
gain a better understanding
of what matters to them
and how our decisions
willimpactthem.
OUR STAKEHOLDERS
We have identified the following as
our principal stakeholders:
Our clients
Our people
Our shareholders
Our communities
Our Section 172
statement is
incorporated by
reference into the
Strategic Report.
Read more
Keeping Section 172 at the forefront
ofBoard discussions on page 89
OUR CLIENTS
Who they are
We have over 10,000 clients globally
including charterers, vessel owners, trust
funds, investors and ship agents. Our
clients are central to our purpose –
‘Enabling global trade. Leading
positivechange.’
OUR PEOPLE
Who they are
We have over 2,250 employees across
more than 60 offices in 25 countries.
Our people are our biggest asset and
are at the heart of delivering world-
leading services that support our clients.
What they care about
− Client relationships
− Strategic focus and maintaining
market position
− Leadership and driving industry
change
− Culture, values and an inclusive
working environment
− Reward and benefits
− Training and development
− Employer brand
− ESG.
How we engage with them
− Leadership and divisional
management forums, and global
conferences
− Employee Voice Forum
− Active management
− Training and development
− Internal communications channel
(Voyage)
− Social and networking opportunities
− CSR activities.
Actions and outcomes
− Evolution of ways of working and
bringing the Group together: channels
of communication, networks of
collaboration and a consistency of
knowledge sharing
− Continued focus on leading in a
complex world, and enhancement of
focus on management and leadership
skills and competencies
− Continued focus on building our own
more sustainable future and
advancing our ESG maturity through
developing ESG data systems and
coverage
− New training and development and
cross-business collaboration on key
market developments
− Funding and supporting charitable
causes that are meaningful to our
people and communities.
What they care about
− Quality of service
− Trusted advisor and expertise
− Innovation and technology
− Market leadership
− Sustainable products and solutions
− Business conduct.
How we engage with them
Adopting a bespoke approach is key
tohow we engage with our clients.
Thisincludes:
− Client meetings and presentations
− Client forums
− Client feedback and input into product
development
− Online communication channels.
Actions and outcomes
− Impact of geo-political and macro-
economic uncertainty on trade flows
and supply chains
− Continued investment in and
development of technological
solutions (eg to facilitate decision-
making to support decarbonisation of
the industry, and to support
negotiation and management of
freight transactions)
− Continued focus on working with
clients on understanding evolving
regulations and broader
decarbonisation strategies
− Continued development of our
sanctions compliance programme.
OUR SHAREHOLDERS
Who they are
Our shareholders range from small
private investors to large institutional
investors. They own our business and
provide us with the capital that enables
us to continue to grow the business.
What they care about
− Operating and financial performance
− Strategy and outlook
− Shareholder value creation
− Dividend policy
− Leadership and succession planning
− ESG performance
− Executive remuneration.
How we engage with them
− One-to-one meetings
− Investor roadshows
− Capital markets days
− Half year and full year results
presentations
− AGM.
Actions and outcomes
− Continued strong financial
performance
− Maintenance of the Company’s
progressive dividend policy
− Continued investment in delivering our
strategy
− Enhanced understanding of the
Company’s executive remuneration
structures
− Continued focus on building our own
more sustainable future and
advancing our ESG maturity through
developing ESG data systems and
coverage
− Engagement regarding succession
planning for the CFO and COO roles.
OUR COMMUNITIES
Who they are
The shipping community, industry-
related partnerships and the wider
communities in which we operate.
Wewant to have a positive and lasting
impact on communities, and we are
dedicated to giving back to them.
What they care about
− Authoritative data and intelligence
− Sustainability
− Clarksons as a responsible group
− Employment opportunities
− Charities and community causes.
How we engage with them
− Publications and our database
− Sharing of expertise and knowledge
through participation in industry
forums and employee directorships
ofshipping-related boards
− Industry partnerships
− Volunteering
− Charitable donations
− Social media.
Actions and outcomes
− Continued support of already
established industry partnerships
andestablishment of new partnerships
− Provision of Sea technology modules
to maritime universities at a heavily
reduced price
− Focus on our local communities
through charitable giving and
employee volunteering
− Continued charitable giving by
TheClarkson Foundation
− Continued focus on building our own
more sustainable future and advancing
our ESG maturity through developing
ESG data systems and coverage.
Key stakeholder outcome
Over 200 clients attend
Clarksons’ annual gas
seminar. This year, we
covered shifts in the
demand for ammonia
asan alternative fuel.
Key stakeholder outcome
We actively engage with
our employees through
forums which foster
connections and build
relationships withpeers.
30 31Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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OUR MARKETS
Monitoring key trends
To continue to evolve
ourstrategy.
DELIVERING FLEET RENEWAL
Context
Today the world fleet totals over 120,000
vessels of 2.5bn dwt, having grown by
120% since 2008. There areunderlying
trends that drive fleetrenewal, as trade
volumes and shippingdemand grows,
asshipping fleets age, as technology
and design evolve and asthe industry
develops itsdecarbonisation pathway.
This fleet renewal is hugely capital-
intensive, withthe fleet and orderbook
today valued atUS$2.1tn, and is
facilitated by agrowing and increasingly
complex newbuilding market, a dynamic
sale and purchase market and a
recycling market that will need to grow
capacity to meet future requirements.
While developments at the IMO in 2025
show that the consensus on emissions
regulation has stalled with uncertainty
on the pace and direction to come,
investment in alternative fuels and
energy saving technologies continues.
service providers that can truly partner
and support market participants
through risks and opportunities
continues to build.
What this means for Clarksons
Clarksons is uniquely positioned to offer
trusted guidance and support through
complex markets. Our investment in
scale, our market-leading position, our
global presence and our depth of
expertise allow us to help clients
manage risk and opportunity across
thefreight and commodity landscape.
Ourpowerful research, technology and
analysis aids intelligence-led decision-
making. And our industry-leading team
of legal and compliance experts,
combined with our use of data and
technology, differentiates our service
offering in an increasingly complex
world. We are the trusted partner for
ourindustry as complexity builds in
ourmarkets.
What this means for Clarksons
Our broking teams are market leaders
through the full lifecycle of assets in
every segment of shipping. Clarksons
isuniquely placed to advise, execute
andfinance fleet renewal strategies,
from our deep expertise and track
record in newbuilding to our leading
Sale & Purchase team, and efforts
toensure responsible recycling of older
vessels. Our Financial division supports
clients through an increasingly complex
shipping finance landscape, through
accessing capital markets, project
finance, debt markets and leasing
structures. Our Research division is a
leading provider of data and intelligence
to shipyards, equipment suppliers, class
societies, regulators and ship financiers.
Strong synergies between our teams
enhance our ability to offer clients
unrivalled support in developing and
executing fleet renewal strategies.
LEVERAGING TECHNOLOGY
Context
Rapid development and adoption of
technology globally is accelerating,
enhancing productivity, resilience and
supporting data-driven decision-making.
The rise of artificial intelligence (‘AI’) is
also amplifying this trend, creating
further opportunities for automation and
innovation. For the maritime industry
there are widespread potential
applications and benefits, but there are
also risks, and the need to provide
trusted data, intelligence and software
services from industry experts is
increasingly vital. This need for
established partners who can combine
deep understanding of technology with
shipping domain expertise is crucial.
What this means for Clarksons
Technology is at the heart of our
strategy and we continue to scale up
investment in digital solutions and data
across our business lines, including AI.
Our Digital Transformation team is
implementing strategic tools for our
Broking business, streamlining processes
and providing tools for trade that
differentiate us from competitors and
deliver value, speed, accuracy and
next-level insight. Our Research division
continues to use and develop
technology to generate and provide its
leading proprietary data and
intelligence. And our dedicated
Technology unit has built an integrated
chartering ecosystem – streamlining
workflows, digitalising freight and
enabling smarter decisions. Our
harnessing of technology continues to
transform our business, augmenting the
ability of our expert teams to provide
trusted solutions for our industry.
NAVIGATING ENERGY
TRANSITION
Context
As the world looks to balance the vital
need for energy security with the
long-term need for energy transition,
navigating these needs will be a
fundamental driver for our markets.
Today 5bn tonnes of energy commodity
is moved by sea, including rapidly
growing gas trades, oil trades that will
remain significant for decades ahead
and coal trades that are mature but
volatile. While global consensus on
tackling climate change may appear to
be stalling, the global energy mix in the
future will involve emerging cargoes
such as ammonia, CO
2
and hydrogen
that will need to be moved by sea. The
marine intensive offshore energy
industry is also crucial to balancing
energy security and energy transition:
offshore oil and gas provides over 16%
ofglobal energy supply, requiring
important investment for the future,
while offshore wind accounts for a still
limited 0.5% of global primary energy
supply but has increased nearly 10-fold
over the last decade.
What this means for Clarksons
Clarksons is positioned to support and
benefit from the twin needs of energy
security and energy transition. Our
chartering teams are long-term global
market leaders in enabling the flow of
crude oil and oil products via the tanker
markets. They are well positioned as
market leaders in the LNG and LPG
growth markets and are active in the
emerging markets that will require
seaborne transportation, including
ammonia and CO
2
. We have maintained
our leading position in offshore oil and
gas broking while building out a
dedicated offshore renewables broking
and advisory team which has also
become a market leader, focusing on the
offshore wind industry. Our Support and
Financial divisions, leveraging our
expertise in offshore oil and gas, have
also built dedicated renewables teams
while our Financial division is also active
in specialist battery minerals, carbon and
hydrogen. Our Research division
continues to develop world-leading,
trusted research and intelligence on the
global energy and offshore industries,
helping to create a framework for our
clients as they manage both energy
security and the energy transition.
MANAGING TRADE
COMPLEXITY
Context
Shipping sits at the heart of both global
trade and global commodity markets.
While economic development continues
to underpin growth, with seaborne trade
reaching 12.9bn tonnes last year,
fundamental change in the geo-political
order is driving ever-increasing
complexity. From the impacts of tariffs
and trade deals to that of wars and
sanctions, shipping is often at the ‘front
line’ of global events and the disruption,
volatility and uncertainty involved. From
re-routing away from the Red Sea and
changing energy flows from Russia, Iran
and Venezuela, to the development of a
sanctioned fleet of 1,000 tankers and
volatile US trade and foreign policy,
shipping market resilience and the
security of supply chains is being
consistently tested. With these growing
complexities, demand for brokers and
US
$2.1
tn
Value of the world fleet and
orderbook at the start of 2026
13
yrs
Average age of the fleet
(GT-weighted)
47
%
Share of the world orderbook by
tonnage that is alternative fuelled
1 Source: Microsoft
2 Source: IMF
12.9
bn
Global seaborne trade in tonnes
in2025
16
%
Share of global tanker fleet
capacity under sanction
(US/UK/EU/UN)
4
%
Share of seaborne trade volumes
subject to fresh tariffs in 2025
5
bn
Seaborne trade in ‘energy’ cargoes
in2025
16
%
Share of the global energy mix
produced offshore
x
10
Increase in offshore wind power
generation over the last decade
16
%
Estimated share of global
population using generative
AItools in the second half of 2025¹
0.1
%
-0.8
%
Potential uplift to annual global
economic growth in the
medium-term from rapid
adoptionof AI²
28
bn
Rows of data managed by
ClarksonsResearch
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BUSINESS REVIEW
Broking
Servicing clients with local
expertise, supported by the
data, technology and insights
of a truly global business.
Share of revenue
£476.0
m
2024: £529.3m
Segmental operating profit
£93.9
m
2024: £122.6m
Employees
1,543
2024: 1,450
Forward order book for 2026
US
$244
m*
As at 31 December 2024 for 2025: US$231m
* Directors’ best estimate of deliverable forward order book (‘FOB’)
+40
%
Capesize earnings in 2025 compared to
the ten-year average
-89
%
Suez Canal containership transits in
2025 compared to 2023 in terms of TEU
SERVICES
Dry Cargo
Containers
Tankers
Specialised Products
Gas
Sale & Purchase
Offshore and Offshore Renewables
Derivatives
DRY CARGO
The dry cargo sector supports a range
of important industrial sectors including
construction, energy and agriculture,
moving a record 5.9 billion tonnes of
cargo last year. 2025 was a slightly
softer year for vessel earnings, with
Clarksons’ weighted bulkcarrier earnings
averaging US$13,898/day, down 8% year
on year, but still positive by historical
standards, and 5% above the 10-year
average. Earnings were softer earlier in
the year but improved notably through
the year, with Q4 being the strongest
quarter since 2022. TheCapesize sector
continued to ‘outperform’, with earnings
circa 40% above the 10-year average,
while the sub-Cape segments generally
saw earnings in line with 10-year trends.
Ironore volumes started 2025 weakly
amid softer demand from China and
disruption to shipments from key
exporters, although volumes rebounded
firmly from Q2 onwards and were joined
by an uplift in strong bauxite exports
from West Africa. Chinese coal imports
slumped through the first half of the
year and closed the year down overall
despite some improvements in the
second half. Trade tariffs and US port
fees created operational disruption
which provided some support for rates
at points during the year, while emerging
market demand for a range of imports
was firm but also created some
inefficiencies. Looking ahead to 2026,
initial projections suggest potential for
fleet growth to outpace demand growth
of 1 to 2% which looks likely to be led by
theCapesize sector where the ramp-up
of iron ore shipments from Simandou,
Republic of Guinea, should lend support.
Developments inChina and the Red Sea
are likely toremain in focus.
CONTAINERS
The container sector facilitates the
transportation of a wide range of
typically manufactured goods, including
consumer and industrial goods,
foodstuffs, chemicals and other
manufactures. Container shipping
markets were again strong in 2025 as
resilient trade volumes and ongoing
RedSea re-routing supported demand,
despite geo-political disruption. Spot
freight markets saw particular volatility
but eased back overall as firm fleet
growth continued, however remaining
positive by historical standards (up 60%
on 2023). Charter markets hit new
post-COVID-19 highs as the Clarksons’
TC Rate Index ended the year up 12%
year on year amid firm liner demand to
bolster their networks and limited
charter vessel availability, while asset
markets strengthened. Geo-politics,
trade tensions and macro-economic
uncertainty were prevalent in 2025 but
container trade grew robustly by more
than 4% as impacts on China to US
trade in particular were offset by strong
Asian exports elsewhere and robust
regional volumes. Red Sea re-routing
continued to underpin demand (circa
11% average haul ‘uplift’), while fleet
capacity grew firmly (up 7% year on
year). The sector remains in a period of
firm newbuild ordering, with 2025
seeing a record 4.8m TEU ordered,
taking the orderbook to 34% ofthe fleet.
An unwinding of Red Sea diversions
remains the principal near-term risk;
timing is uncertain, but resuming Red
Sea transits would drive asoftening in
market fundamentals. Further ahead, a
strong wave of vessel deliveries is
emerging for 2027/2028; vessel
recycling, vessel speeds and capacity
management will likely be infocus.
Growing our Dry Cargo footprint
The Dry Cargo team has expanded with
new desks in Seoul, New Zealand and
Hamburg, reflecting our strategic
commitment to extend our global reach
and support clients wherever they
operate. Seoul strengthens ties with major
Asian industrial shippers; New Zealand
anchors coverage of South Pacific
agricultural and forestry flows; and
Hamburg enhances service to European
trading and shipping markets. Together,
these locations deepen regional insight,
extend 24-hour market coverage and
ensure we deliver informed, co-ordinated
support across the dry cargo market.
35
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TANKERS
The tanker sector plays a crucial role in
global energy supply chains, moving
crude oil and refined oil products to
facilitate their eventual use as
transportation fuels, for heating and
electricity generation, and as industrial
feedstocks. The tanker market remained
strong overall again in 2025, although
vessel earnings diverged across different
sub-segments. Throughout the year, the
market continued to be influenced by
geo-political developments which
contributed to several spikes in
themarket.
Fleet-weighted average VLCC earnings
rose 49% year on year to US$58,566/
day, the highest level in 10 years. The
VLCC sector saw particular strength
inQ4 on the back of increased oil
production, refinery maintenance in
producing countries leading to higher
exports and geo-political disruption,
with Q4 2025 one of the strongest
quarters on record for the segment.
Suezmax earnings also strengthened
inQ4, with fleet-weighted Suezmax
earnings averaging US$54,313/day
across 2025, up 15% year on year.
Softerperiods of earnings in Q1 and Q3
saw average Aframax earnings soften
3% year on year in 2025, albeit to a
still-elevated US$43,806/day, 40%
above long-term averages.
After three years of extreme volatility
inthe products tanker sector across
2022 to 2024, earnings showed a
greater degree of stability in 2025,
remaining athigh levels on average,
albeit at lower levels than in 2024 when
earnings were initially affected by
re-routing of vessels away from the Red
Sea. Average earnings for LR2s and LR1s
on the benchmark Middle East to Far
East route both decreased by 26% year
on year, while average MR earnings
declined by24%.
The tanker fleet grew by a modest 2%
in2025, following very limited growth in
2024. Newbuild deliveries are set to
increase in 2026, however fleet growth is
likely to remain below long-run average
levels, even if removals of older tonnage
remain at relatively low levels.
SPECIALISED PRODUCTS
The specialised products tanker market
moves a diverse range of liquid cargoes
derived from natural gas, crude oil,
agricultural crops (including biofuels)
and other manufacturing processes.
Allare intrinsically linked to end-
consumer demand and play a crucial
part in global supply chains for finished
goods and products.
2025 was a turbulent year for the
specialised products tanker market as
depressed trade volumes saw freight
rates soften overall across 2025, with
freight rates on the Middle East to Asia
route down 20% year on year, though
rates remained above long-term
averages. Markets continued to receive
underlying support from Cape of Good
Hope transits and muted chemical
tanker fleet growth, while firmer
conditions in the CPP segment also
supported rates in the second half of
theyear.
In what remains a challenging market to
navigate, the Specialised Products team
provided proactive solutions and
initiatives to its client base supporting
their decision-making during periods
ofmarket uncertainty. This approach,
combined with unique strategic analysis
and ongoing investment in technology-
driven broking tools, makes it well
positioned to confront geo-political
hurdles in 2026 and support our clients.
GAS
LPG/PCG
The gas shipping markets move
liquefied petroleum and other gases
such as ammonia and ethane,
supporting a wide range of sectors
fromplastics and rubber production to
industrial and domestic energy markets.
Leveraging our dedicated commercial
analysis capacity, the LPG team
performed strongly across 2025 and
maintained a leading market position.
The VLGC market experienced volatility
across 2025, though the sector showed
resilience, with earnings on the
MiddleEast to Japan route averaging
US$49,669/day, up 18% year on year.
While US and China trade tensions
caused significant levels of market
uncertainty in the first half of the year,
the escalation of tariffs boosted tonne-
mile demand, with freight rates
strengthening across Q2/Q3 2025.
While cuts to Saudi Arabian LPG pricing
narrowed arbitrages early in Q4 and saw
freight rates edge back, VLGC markets
saw renewed firming towards the end of
2025 amidst strong winter import
demand in Asia.
The petrochemical gas carrier markets
remain under pressure amid numerous
cracker plant closures announced in
Europe and Asia on the back of
increased Chinese production.
Meanwhile, opportunities to transport
ethane are also diminishing for
Handysize vessels, with deliveries of
specialised VLECs now starting toramp
up (a record 11 newbuild VLECs joined
the fleet in 2025). Against this softening
demand-side backdrop, rates eased in
2025, with the timecharter rate for a
21,000 cbm Handysize ethylene carrier
falling 16% across 2025, though fleet
supply-side constraints continue to
provide underlying support across the
petrochemical shipping sector.
LNG
The LNG carrier sector transported circa
440mt of liquefied natural gas in 2025
on a fleet of highly specialised vessels.
This sector is critical to both energy
transition and energy security, with a
major phase of expansion now
underway following record levels of
investment in LNG vessels and LNG
export capacity in recent years.
LNG carrier spot rates dropped across
2025 amid strong fleet growth (79 units
were delivered in 2025 – an annual
record for a second consecutive year)
and the impacts of export project
delays, while additional short-haul
US-Europe trade limited tonne-mile
demand growth. Overall, LNG carrier
spot rates for a 174,000 cbm vessel
averaged US$37,188/day, down 31% year
on year, with rates falling to record lows
in Q1 2025 (US$7,500/day), but briefly
surging above US$100,000/day in Q4
2025 amid tighter LNG carrier spot
availability, strong US LNG exports
andawider spot US LNG arbitrage.
13 new export projects with an
aggregate capacity of 72mtpa reached
FID in 2025, while over 60mtpa of
capacity could be sanctioned in 2026.
Around 40 large LNG carrier newbuild
orders were placed in 2025, down year
on year, though further orders are
expected to meet project and fleet
renewal requirements in 2026.
SALE & PURCHASE (‘S&P’)
Secondhand
The S&P market saw firm activity in
2025, with over 2,000 vessels of more
than 120m dwt and an estimated value
above US$45bn reported sold, up over
10% year on year in tonnage terms.
Bulkcarrier sales reached a new record
and tanker volumes increased from
2024. Containership sales did ease back
following five years of very strong
activity but remained historically firm.
Robust cross-sector transaction levels
were supported by a positive earnings
environment, trends in asset prices and
fleet renewal activity. Market uncertainty
relating to US policy impacted sentiment
in the first half of the year, with activity
stronger in the second half (tonnage
sold up around 20% on the first half).
Secondhand pricing was generally
elevated in 2025, with Clarksons’
Secondhand Price Index increasing by
9% across the year to its highest level
outside of the 2006 to 2008 and 2022
‘boom’ periods. Notably, tanker and
bulkcarrier prices increased in the
second half after softening in the first
half. Our S&P team remained very active
and maintained strong market share.
Newbuilding
Newbuild market activity was strong in
2025, with contracts totalling 58m CGT
and an estimated US$186bn, down from
the 15-year high in 2024 but still 30%
above the 10-year average in tonnage
terms. Containership ordering reached a
record 4.8m TEU, supporting overall
volumes amid softer bulkcarrier and
tanker ordering and slower gas carrier
contracting. The global orderbook grew
8% in CGT terms in 2025, while lead
times remain elevated. Chinese yards
continued to lead order volumes,
winning around two-thirds of contracts
in CGT terms, and announced further
shipyard capacity expansion, while there
has also been an increased focus on
national shipbuilding programmes in
smaller builder countries. Newbuild
pricing remained elevated. While
developments at the IMO confirmed
heightened uncertainty around
emissions regulation, around a third of
tonnage ordered was alternative-fuel
capable, with LNG dual-fuel the leading
choice. Our global Newbuilding broking
team had a very active year, supporting
clients through the uncertain and
complex market backdrop.
OFFSHORE AND OFFSHORE
RENEWABLES
Offshore Oil and Gas
The offshore oil and gas vessel sector
facilitates the development, production
and support of offshore oil and gas
fields, with over 13,000 mobile vessels
and rigs playing a vital role in enabling
operations across the lifecycle of
offshore energy projects.
Our team remained market leaders in
both chartering and asset markets, with
global coverage and leveraging strong
synergies with Clarksons’ Support and
Financial divisions.
The global offshore market saw mixed
trends in 2025. The global Clarksons
Offshore Index declined 6% across last
year, though remains strong overall at
50% above the 10-year average, while
variation continues to exist across both
region and asset class.
Markets in South America and the
Middle East showed resilience, despite
asofter tone emerging towards the
endof the year. However, North Sea
markets continued to face some
pressures lastyear, particularly in the UK
sector against the backdrop of an
unsupportive tax regime and reduced oil
company investment.
Rig markets remained relatively soft for
most of 2025, weighed down by weaker
energy prices, with the Clarksons Rig
Rate Index falling 13% across the year
though overall utilisation held relatively
stable at 86%, supported by supply
constraints.
Meanwhile, OSV demand fell 3% across
last year and global OSV utilisation
eased to 72% by the end of the year
with the Clarksons OSV Rate Index
nowdown 8% since the mid-2024
record high.
Global offshore oil and gas capital
expenditure (‘capex’) commitments
reached US$110bn in2025, up 17% year
on year following astrong finish to the
year, though investment in new FIDs
could ease backslightly this year.
Offshore Renewables
The offshore renewables sector supports
the development, production and
maintenance of offshore wind farms,
and going forward is expected to
account for a growing share of the
global energy mix in the longer term
despite current headwinds.
While the offshore wind sector
continues to expand globally,
theindustry faced headwinds in 2025.
Inflation, higher interest rates and
political uncertainty have made the
investment landscape more challenging
with new offshore wind capex
commitments falling 10% year on year to
US$39bn, and some high-profile auction
rounds seeing low participation or zero
bids. In Europe, which remains the core
region for offshore wind, activity has
held up better, but developers are taking
a more cautious and risk-aware
approach.
However, the long-term outlook remains
positive, though growth expectations
are lower than previously with financing
conditions and policy frameworks now
playing a larger role in shaping forward
activity.
DERIVATIVES
Our teams of shipping futures and
options brokers are the leading provider
of freight derivative products, positioned
at the forefront of the sector and
providing best-in-class executive
services to the freight, iron ore, LNG,
LPG, fuel oil, battery metals and carbon
markets. 2025 was a positive year for
the wet FFA market, with volumes
increasing and a record number of new
entrants to the market, setting up a
positive outlook heading into 2026. The
Dry FFA team also had a good year, with
the overall dry FFA market becoming
more mature and more liquid, while our
market share in the options market
increased further. The team continues to
grow its presence in Dubai, which is
becoming an increasingly important
location and is well positioned to grow
business further over the year ahead.
We continue to see Derivatives as an
important growth area for theGroup.
BUSINESS REVIEW CONTINUED
Aligning expertise to deliver
anaward-winning deal
Clarksons’ S&P team acted asadvisor
and execution partner to Tsakos Energy
Navigation (‘TEN’) on its award-winning
shuttle tanker transaction, driven by our
deep understanding of TEN’s strategic
objectives and operational needs.
Thedeal strengthened TEN’s established
position in the shuttle tanker sector,
adding 16 vessels to its fleet and further
positioning the company among the
largest owners globally. Supported by
long-term charters to Transpetro, the
transaction was recognised as ‘Best
Deal of the Year’ at the 2025 Lloyd’s List
Greek Shipping Awards – highlighting
our ability to design, structure and
deliver complex, transformational
transactions aligned to clients’ ambitions
at scale.
36 37
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BUSINESS REVIEW CONTINUED
Financial
Offering a unique
combination of deep
expertise, shipping
investment advisory,
progressive innovation
andexpert execution
inacomplex shipping
financelandscape.
SERVICES
Securities
Project Finance
Structured Asset Finance
SECURITIES
Clarksons Securities is a sector-focused
investment bank serving the shipping,
offshore energy, metals and minerals,
renewables and E&P industries. The
division combines deep sector expertise
with global reach, supported by strong
research capabilities and long-standing
client relationships. In 2025, the division
maintained its position as a market
leader and delivered a record year,
driven by high activity across sectors
and products.
Secondary Trading
Secondary trading remained robust
in2025, increasing year on year.
Although geo-political uncertainty
andmarket volatility created a
challenging environment, these
conditions also generated unique
opportunities. Equityblock execution
remained the most profitable and
strategically important activity, while
bond secondary trading increased.
Shipping
Shipping equities performed strongly
in2025, with median returns of 24%.
Listed shipping companies remained
disciplined, prioritising shareholder
returns. Despite this, several companies
accessed the resilient bond market,
while others returned to a recovering
equity market in the second half
of2025.
Offshore Energy Services
Offshore oil services traded largely
sideways, amid slow contracting activity,
global instability, and declining oil prices.
Capital markets sentiment was volatile,
although improved later in the year.
Theoffshore wind outlook was more
uncertain, especially in the US.
M&Aactivity was subdued, though
consolidation appetite is rising
into2026.
Metals and Minerals
The metals and minerals sector
experienced positive momentum in
2025, supported by higher precious
metals prices and demand from the
energy transition, geo-politics, tariffs
andevolving trade patterns. Our team
was active, especially in debt capital
markets and M&A, and saw rising repeat
client engagement.
Renewable Energies
Renewables and energy transition
markets remained active despite
broader challenges affecting project
timelines and capital allocation.
Investment was supported by
decarbonisation targets, energy security,
regulatory frameworks, and the
competitive cost base of renewables.
Valuation expectations reset,
improvingtransaction alignment
heading into2026.
Exploration and Production (‘E&P’)
Consolidation continued across the E&P
sector, while capex and debt issuance
remained stable. Oil and gas prices
weakened. The E&P team built on
positive momentum from 2024
participating in transactions across ECM,
DCM and M&A.
Debt Capital Markets (‘DCM’)
The Nordic high-yield bond market
maintained strong momentum during
the year. This positive backdrop enabled
established and new issuers to access
capital efficiently and our teams were
particularly active across all sectors,
delivering another record year in
volumes and revenues.
PROJECT FINANCE
Our Project Finance business is a leading
Nordic player within shipping and real
estate project finance.
Our Project Finance team saw a good
flow of projects in 2025 and a strong
end to the year, whilst a change in
leadership has positioned the team for
future growth opportunities. Investor
interest was centred around deals with
solid charter coverage and cashflow
visibility, and there was increased private
placement activity.
Our Real Estate group maintained
robust activity levels and strengthened
its position in an evolving and cautious
market environment. TheNorwegian
commercial real estate market in 2025
continued to be characterised by
uncertainty, driven byelevated finance
costs, pricing gaps outside prime
segments, and subdued activity in
secondary markets, though financial
conditions gradually improved through
the year.
STRUCTURED ASSET FINANCE
Our Structured Asset Finance team
provides advice and support on
financing and reporting requirements,
helping industrial clients and shipowners
structure bespoke financial solutions
and assess how changing accounting
and environmental regulations affect
their shipping finance requirements.
2025 was a successful year for the team,
with several completed mandates, a
solid pipeline, and broadened product
offering and geographical reach.
The global shipping finance market saw
lower leverage and re-financing volumes
amid improved earnings. Competition
among financiers for top quality credits
has intensified, pushing margins lower.
The mortgage-backed debt market
remains a tiered market, with Poseidon
Principles banks continuing to support
green projects, Non-Poseidon banks
remaining a competitive source of
finance with fewer constraints and
‘alternative finance’ providers (offering
higher-margin, cash flow-driven leverage
for a wider range of tonnage). Leasing
remains a key financing product.
Chinese lessors saw some impacts from
US policy, and new entrants further
increased competition.
Delivering cross-divisional solutions
The acquisition of the 2013 Dry Bulk
vessel Fjeld Saga for ADS Arendal
highlights the strength of our integrated
offer and ability to provide co-ordinated
expertise. Project Finance in Oslo rapidly
secured the necessary equity, our Sale &
Purchase team negotiated the
transaction, and the London chartering
team arranged the period charter. At
exit, Project Finance and Sale &
Purchase again worked together to
deliver a successful negotiation.
Share of revenue
£60.1
m
2024: £42.6m
Segmental operating profit
£12.9
m
2024: £5.2m
Employees
125
2024: 120
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Support
6
%
Growth in North West European
offshore wind capacity in 2025
7
m tonnes
UK grain imports in 2025
SERVICES
Vessel Agency, Project Logistics
&Customs Clearance
Egypt Agency
Gibb Group
Shortsea Broking
Stevedoring
Offering a wide
range ofservices
to the marine and
offshore industries
at a range of strategically
located ports in the UK,
mainland Europe andEgypt.
Supporting the Nordseecluster
offshorewind hub
Clarksons Port Services strengthened
itsposition as a leading offshore wind
logistics partner through the construction
of a 1,700 m² O&M warehouse at the Port
of Eemshaven. The long-term facility for
RWE’s 1.6GW Nordseecluster project
showcases the business’ capability in
delivering integrated port, logistics and
support services – reinforcing the port’s
role as a critical hub for large-scale
renewable energy operations.
VESSEL AGENCY, PROJECT
LOGISTICS &CUSTOMS
CLEARANCE
Through exceptional port agency and
first-class logistics services, our business
provides a range of solutions for clients
in the marine and energy sectors. The
teams in the UK experienced several
headwinds in 2025, including slower dry
bulk volumes and project delays and
cancellations in offshore oil, gas and
wind. Market conditions in Northern
Europe were more positive, as offshore
wind projects received approval and
agency and logistics activity increased.
Despite the challenging backdrop, the
business continues to invest; multi-year
contracts were signed with major clients
in dry bulk and offshore energy, and our
service offering continued to broaden
and deepen.
EGYPT AGENCY
2025 was a year of operational resilience
for the agency business in Egypt, which
was faced by challenges from geo-
politics, including reduced Suez Canal
transits, volatile freight markets and cost
inflation. Despite this, the team
maintained market penetration across
key segments and increased revenue
with some clients.
GIBB GROUP
Gibb Group is the industry’s leading
provider of PPE and MRO products and
services into the renewable energy
sector. The business faced more
challenging conditions in 2025, in part
linked to the project delays and
cancellations for offshore wind, oil and
gas projects in the UK. The Medical &
Rescue business delivered another
record year for both revenue and profit
with demand from European clients
remaining strong.
SHORTSEA BROKING
During the year, the team established
new Shortsea desks in Hamburg and
Santander, with knowledge and
expertise across key commodities and
regions continuing to grow and deepen.
Amid changing dry bulk market
conditions during 2025, the focus
remained on supporting clients to
navigate market complexities and
ensuring tonnage and cargo kept
moving.
STEVEDORING
Our Stevedoring business, highly
experienced in loading and discharging
bulk cargoes, again saw impacts from
weak UK grain exports amid unsettled
domestic weather conditions and a
competitive global market, although
import volumes again lent support.
OurSentinel terminal in Ipswich
continues to play acentral role in the
region’s maritime supply chains.
BUSINESS REVIEW CONTINUED
Share of revenue
£68.1
m
2024: £65.0m
Segmental operating profit
£4.8
m
2024: £7.7m
Employees
459
2024: 441
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BUSINESS REVIEW CONTINUED
Research
Delivering market-leading
data and best-in-class
insights across the sectorto
both our teams and clients.
15
%
Increase in Clarksons Research recurring
revenue in 2025
200
k
Number of ships tracked by Clarksons
Research
SERVICES
Data and Intelligence
Digital Products
Research Services
Valuations
Clarksons Research marks
20 years inChina
The Clarksons Research team in Shanghai
marked the 20-year milestone oftheir
presence in the region, alongside a
speaking engagement at the North Bund
Shipping Forum in Shanghai bythe head
of Clarksons Research, Steve Gordon.
Clarksons Research is widely recognised
as theleading authority in shipping data
and intelligence, and China as a region
plays a hugely significant role in the
industry as the centre of global
manufacturing, shipbuilding and port
operations.
Clarksons Research, the data and
intelligence arm of Clarksons, performed
strongly in 2025 with underlying sales
growing an encouraging 14% year on
year and operating profit increasing 12%
year on year to £10.6m (2024: £9.5m).
Recurring revenue grew by 15% year on
year, now representing 91% of overall
sales, and client retention remained high,
allowing the business to continue to
scale. Clarksons Research is a global
market leader in the provision of trusted
maritime intelligence, supporting
data-driven decision-making to over
3,500 companies across the maritime
ecosystem. Research also provides
important differentiating data, research
and profile to the Broking, Financial,
Support and Technology business units
of Clarksons, helping support the
Group’s digitalisation programme.
Research made significant investments
in 2025. In addition to functionality and
content enhancements to each core
product, there was expansion to its
wide-ranging proprietary database and
a constant flow of market-leading
insights. Analysis of increasingly
complex supply and demand conditions
within shipping markets, including
economic impact assessments of US
policy on tariffs and port fees,
geo-political disruption such as Red Sea
re-routing and impacts of an
accelerating sanction regime, were
released onto Shipping Intelligence
Network (‘SIN’). Data around the
tracking of the world fleet, maritime
decarbonisation, emission regulation,
alternative fuels and green technology
was enhanced and released onto the
World Fleet Register (‘WFR’). Sales of
Offshore Intelligence Network (‘OIN’)
were supported by significant product
enhancements during 2025, while
Renewables Intelligence Network (‘RIN’),
our offering tracking the offshore wind
industry, also experienced growth in
sales despite a competitive landscape.
Facilitated by our expanded business
development and account management
team, there was strong client adoption
of our API solution, typically via multi-
year data contracts with key corporates.
We also executed a number of
consultancy projects for key clients,
successfully working with other
divisions. Clarksons Valuations, our
market-leading provider of valuation
services to shipowners and financiers,
has seen increasing traction with its new
analysis and technology tools developed
to support financial institutions.
Research also continues to make
strategic investments to support and
accelerate future growth. Headcount,
now approaching 200, is being
globalised with a strong focus in Asian
growth markets. Workflow digitalisation
is well advanced, including adoption of
digital rate collection and client
onboarding in 2025. Innovative
technology investments are allowing the
processing of billions of data points daily
and, utilising a range of advanced
techniques, the creation of layers of
derived output with the support of
cloud processing capacity and
proprietary algorithms. Artificial
Intelligence (‘AI’) is being leveraged in a
balanced way, with client-facing features
planned for 2026. We are making
significant strategic data and intelligence
investments around AIS processing.
Share of revenue
£27.2
m
2024: £24.5m
Segmental operating profit
£10.6
m
2024: £9.5m
Employees
172
2024: 157
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BUSINESS REVIEW CONTINUED
Technology
During 2025, Sea strengthened
itsposition as a central platform for
the global charteringecosystem.
Supporting customers
The Customer Success
team provide specialist
onboarding and support,
and have expertise in key
locations to better service
our global userbase.
Industry engagement
The Geneva Dry conference
offered a valuable platform for
Sea’s sales team to participate in
a panel discussion on the future
of chartering, showcase our
product offering, and strengthen
awareness among a key audience.
Emissions reporting
Growing regulatory pressure
and heightened transparency
expectations are driving
increased third-party verification.
Our Sea Carbon Management
solution equips customers with a
streamlined, future-ready solution.
The business welcomed over
60newcustomers across Fixture
Management, Contract Management,
Carbon and Intelligence, bringing
more charterers, brokers, and
shipowners and operators into our
ever-expanding network of market
participants. Furthermore, Recap
Manager (the recap and charter
partyplatform for the tanker
market)achieved +20% volume
growth, cementing our leadership
inthe tanker market.
Data-driven customer
experience
Under the leadership of newly
appointed VP of Product
Management, Kim Ahler, the
Intelligent Marketplace for
Fixing Freight, is delivering
an increasingly seamless
and data-driven experience
for customers across the
platform.
The team also made significant progress
in connecting Trade and Contracts into
aseamless, intelligence-driven workflow.
While the work is ongoing, these
developments are moving us closer
toamore integrated chartering
ecosystem, enabling teams to make
smarterdecisions.
2025 was also the year where we
launched the first AI-enabled features
inThe Intelligent Marketplace for Fixing
Freight. Our AI work focuses on bringing
the value of our customers’ historic data
to the decision-makers, at the point
offixture.
In addition, Sea has adopted AI across
its development teams, and we believe
this will reap significant benefits in our
software development in the
comingyears.
20
%
Volume growth achieved
inRecapManager
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ESG STEERING GROUP
Chair and executive sponsor: CFO & COO
— Oversees and drives forward the
implementation of Clarksons’
internal ESG strategy
— Ensures that Clarksons has
appropriate policies to
effectivelymanage and
progressits ESG strategy
— Proposes ESG targets and key
performance indicators for Board
approval and monitors them on
an ongoing basis
— Monitors ESG-related requests
from stakeholders
Strategic Report
OUR IMPACT
Committed to a more sustainable future
For both the maritime industry and the
Clarksons Group.
1. ENVIRONMENT 2. SOCIAL 3. GOVERNANCE
Drive the green transition
inshipping
Support the reduction of carbon
emissions across the maritime
industry through research,
innovation and expertise
Support our people to thrive
Build a diverse and inclusive
workplace where we prioritise the
health, wellbeing and development
ofour employees
Lead a responsible business
Operate with high standards
andintegrity. Maintain trust
withour stakeholders and
deliversustainable value
Reduce our environmental
footprint
Take action to reduce our resource
consumption and achieve net zero
by 2050
Deliver impact in our communities
Support charities and communities
todeliver impact
Read more
Environment on pages 48 and 49.
Read more
Social on pages 50 to 57.
Read more
Governance on page 58.
Managing our
environmental impact
Focusing on our people
and our communities
Maintaining robust
governance practices
G
O
V
E
R
N
A
N
C
E
S
O
C
I
A
L
E
N
V
I
R
O
N
M
E
N
T
1
3
2
ESG GOVERNANCE
Working towards a more sustainable
future is central to our strategy and
values. Our work in the green transition
of shipping remains a key priority as we
guide the maritime industry through this
global change. We also remain
committed to building our own more
sustainable future through introducing
environmental initiatives, championing
our people and communities and
ensuring robust governance practices.
The ESG Steering Group continues to
drive progress towards our internal
targets and fosters a collaborative,
strategic approach to advancing our
ESG maturity. We have clearly defined
responsibilities for our ESG
commitments, which are overseen by
the ESG Steering Group and monitored
by the CFO & COO and the Board. This
year we have made strong progress in
developing our ESG data systems and
coverage. We continue to work with
specialist external agencies that advise
on sustainability and reporting across all
areas of the business.
In April, the Group was awarded a
Bronze medal in the Ecovadis
assessment; an evidence-based
evaluation of a company’s sustainability
performance. Scoring in the 79th
percentile of all companies assessed,
theaward recognises our progress
towards building more sustainable
operations and supports our clients
withtheir own sustainability and supply
chain management.
The sustainability reporting landscape
was marked by change and uncertainty
in 2025. We continue to monitor the
latest developments in the EU and UK
sustainability reporting requirements
and consider their impact for the Group.
We scored in the 79
th
percentile of all companies
assessed for Ecovadis.
ESG governance structure
BOARD
Approval of Clarksons’ internal ESG strategy, including ESG targets and key
performance indicators
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OUR IMPACT CONTINUED
− Raising awareness and understanding
amongst our clients of changes in IMO
and EU regulation
− Providing our clients with the data and
tools necessary to make
decarbonisation decisions
− Helping clients to meet their climate-
related goals by working with them to
identify solutions.
The Board assesses whether this
objective has been met through a
number of measures, which include:
− Developments in our Research division
to broaden the intelligence available to
clients
− Investment in divisional teams to
better support our clients in their
decarbonisation strategies
− Evolving our technology offering to
provide clients with the tools to inform
cleaner decisions.
The Board noted the progress set out
below against these measures in 2025.
Measure Update
Developments in our Research
division to broaden the intelligence
available to clients.
− Growth of data streams on every vessel type, supporting clients in selecting
themost environmentally friendly ships.
− Expanded provision on green facilities at ports, alternative-fuelled vessels,
EnergySaving Technologies, vessel emissions and operational activity.
− Release of market impact assessments around the fuelling transition, introduction
of Fuel EU Maritime, developments around the IMO Net Zero Framework, and
regional environmental regulations.
− Further enhancements of Renewables Intelligence Network, providing expanded
data on the offshore renewables sector, including the rapidly growing offshore
wind market.
− Expansion of the Clarksons Research energy transition model, which supports our
clients in understanding potential scenarios around changes in the energy mix
over the coming decades.
− Increasing use of data and intelligence by the global shipping industry, academic
research and policymakers as a trusted source.
Investment in divisional teams to
better support our clients in their
decarbonisation strategies.
− Enhancement of expertise within the Newbuilding and Green Transition teams to
support clients in their decisions regarding alternative-fuelled vessels, thereby
evolving the tonnage on the water towards lower-emitting vessels.
− Investment in physical infrastructure to support renewable energy supply chains.
− Retained the focus of the Gibb Safety and Survival business in the Support
division on meeting the needs of the industry which supports the construction
and maintenance of offshore wind farms.
− Deal-flow within the Securities business across renewable and clean technology.
Evolving our technology offering to
provide clients with the tools to
inform cleaner decisions.
− Further investment in Sea’s Carbon Exposure solution, which empowers clients
tomanage voyage carbon emissions and costs through forecasting and
trackingemissions.
Reducing our environmental footprint
Contributing to a sustainable future is an
essential part of responsible business,
and this remains a priority for Clarksons.
Our long-term goal to achieve net zero
by 2050 continues to guide the actions
we take to reduce our environmental
impact and use resources more
efficiently across our operations.
Throughout the year, we advanced a
range of initiatives aimed at improving
our environmental performance. This
included installing solar panels at some
of our sites as well as more efficient
heating and lighting systems, exploring
lower-carbon fuel options, expanding
our fleet of electric vehicles and
strengthening our engagement with
suppliers. We are also working with our
energy suppliers and investing in our
internal systems to improve data
coverage and granularity across Scopes
1, 2 and 3.
We offer schemes to promote greener
commuting for our employees, including
cycle to work and electric vehicle
schemes. We encourage responsible
practices such as recycling and waste
reduction across our operations.
Our PPE recycling and repurposing
services within Gibb Group expanded
this year, providing customers with
practical circular solutions for PPE
waste. Over 300kg of clients’ PPE waste
has been recycled and repurposed
through verified services.
GHG emissions 2025 (tCO
2
E)
2
3
1. Scope 1 358
2. Scope 2 (market basis) 1,312
3. Scope 3 6,587
ENVIRONMENT
Driving the green transition in
shipping
Our purpose as a Company is to
enablesmarter, cleaner global trade
andto lead positive change. This
guidesour strategy to create long-term
sustainable value for all of our
stakeholders and is supported by our
strategic pillars of Breadth, Reach,
Understanding, People and Trust (read
more on pages 4 to 15). As an enabler
ofglobal trade, we work closely with
ourclients to lead and facilitate positive
environmental change in shipping
through our growing Green Transition
offering. We are uniquely positioned
toguide the maritime industry through
thisunprecedented change.
In line with our purpose and strategy,
the Board has set an objective to work
alongside our clients to minimise
emissions from the shipping industry by:
The green transition in shipping
As the IMO continues to deliberate on
mid-term measures, global
decarbonisation signals remain
fragmented, tempering near-term fleet
investment in alternative fuels. However,
momentum is shifting toward
commercially driven transition pathways.
The expansion of carbon capture and
storage is creating a structural growth
market for liquid CO
2
shipping,
positioning the maritime sector as
critical infrastructure enabling industrial
decarbonisation.
Enhancing our Scope 3 data
To improve our value-chain data,
Clarksons Port Services Group invested
in Company and Product Carbon
Footprint tools during the year. The
enhanced Scope 3 data aims to cover
raw materials, manufacturing and
transportation, enabling customers to
better understand product-level
emissions and supporting informed,
lower-carbon procurement decisions.
Product Carbon Footprints have been
completed for selected products,
including safety leather boots and
kitbags, with footprints to be
calculated for additional product
ranges planned for 2026.
48 49
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SOCIAL
Supporting our people to thrive
Our people are central to Clarksons’
success and to the effective functioning
of global shipping markets. As a
relationship-driven business operating
atthe heart of international trade,
werely on the expertise, judgement
andintegrity of our colleagues to
delivertrusted, market-leading services
to our clients.
In a world currently shaped by geo-
political uncertainty, regulatory change
and growing environmental challenges,
our workforce plays a critical role in
supporting the resilience of global
supply chains. We equip our people
withthe skills, knowledge and resources
required to navigate complex market
conditions through ongoing investment
in training, professional development
and career progression pathways.
We are committed to fostering a diverse,
inclusive and engaging workplace where
colleagues feel supported, valued and
empowered to perform at their best.
Employee engagement
Effective workforce engagement
underpins Clarksons’ culture,
performance and long-term success.
Weare committed to understanding
what matters most to our employees
and to fostering a culture of open,
transparent and constructive
communication across all levels of
theGroup.
Managers play a key role in enabling
effective engagement, we support them
with the tools, training and guidance
needed to lead inclusive teams and
facilitate meaningful conversations
around performance, development
andwellbeing. Regular feedback is
encouraged through both informal
communication channels and structured
forums, allowing employees to share
insights and help shape the future of
thebusiness.
Formal engagement mechanisms
include our Employee Voice Forum,
which brings together colleagues from
across the Group to discuss key topics
with one another and with the Employee
Engagement Director, a Non-Executive
Director of the Board. The forum rotates
geographically to reflect the global
nature of our workforce and capture
diverse perspectives.
Our annual Global MDs Week is the
keystrategy-setting forum that brings
together senior management from
across our global group. The event
provides employees with the
opportunity to hear directly from the
CEO and CFO & COO regarding the
Group’s strategy and the market
context, as well as to interact with their
colleagues and voice their own views
infocused but informal sessions.
Our engagement is further
complemented by regular global
anddivisional management forums,
employee pulse surveys and ongoing
internal communications that support
two-way dialogue and alignment across
the Group.
Diversity, equity and inclusion (‘DEI’)
A diverse and inclusive workforce is
essential to Clarksons’ ability to perform,
innovate and support long-term value
creation. We believe that teams with
varied backgrounds, experiences and
perspectives are better equipped to
navigate complex markets and deliver
for our clients. Fostering an inclusive
culture and a strong sense of belonging
is a core priority at Clarksons, and we
strive to create an environment where
everyone can contribute and thrive.
We operate in a sector where diversity
challenges persist, particularly in relation
to gender representation. Addressing
these challenges remains a priority.
Weare strengthening our approach
toinclusive recruitment by regularly
reviewing hiring practices, expanding
candidate outreach and working to
reduce structural and cultural barriers
that may limit access to opportunities.
Addressing our pipeline remains a key
area of focus. Over 2025 we have also
improved our diversity data collection
and analysis, enabling better insight and
progress tracking across the Group.
This year we launched Shared Interest
Networks, employee-led groups that
provide opportunities to come together
and connect around shared interests,
experiences and aspirations. Groups
include Women of Clarksons, the Young
Professionals Network and the Broking
Alumni. The networks provide
welcoming spaces for meaningful
dialogue, personal and professional
development, and offer valuable
opportunities for collaborating,
mentorship and learning.
Recruitment and talent management
Clarksons’ success is built on the
expertise, innovation and dedication of
our people. We continue to attract and
retain top talent in the industry. We have
partnered with an early talent platform
provider tobroaden our talent attraction
channels and expand outreach to
schooland college leavers.
We provide employees with structured
opportunities to grow and take on new
challenges in a fast-paced and dynamic
industry. Our career development
approach is supported by an annual
performance review and a bi-annual
promotions process, both based on
aconsistent, competency-driven
framework. These initiatives support
individuals to build skills, progress
intoleadership roles, and contribute
toClarksons’ long-term success.
Learning and development
Learning and development at Clarksons
combines hands-on experience with
structured training. Employees gain
deep insights through immersive,
team-based work, supported by
theClarksons Academy, our global
learningplatform offering industry,
technical, professional and personal
development resources.
In addition to formal training, we host
seminars and webinars covering current
affairs, regulatory updates and industry
developments to ensure our teams
remain informed and prepared for the
demands of an ever-changing maritime
industry. We also maintain long-term
partnerships with initiatives such as
theUK’s Maritime Masters programme
and support employees pursuing
professional qualifications, including
membership of the Institute of
Chartered Shipbrokers.
Clarksons Leadership Development
Programme
Effective leadership is critical to
sustaining performance and maintaining
employee engagement across the
Group. Our bespoke Leadership
Development Programme provides
in-depth training for current and future
leaders, focused on building the
capabilities required to lead
high-performing teams.
Modules include personal leadership
style, communication skills and team
engagement. Participants benefit from
structured feedback from their teams
tosupport ongoing personal and
professional development.
Health, safety and wellbeing
At the core of our operations is the
health, safety, and wellbeing of our
people. We support employees with
their mental and physical health through
a variety of resources. These include
digital therapy services, access to the
Thrive mental health app, and our
comprehensive Employee Assistance
Programme. We have also delivered
in-person and online sessions on health
and wellbeing topics including
menopause and mindfulness.
Our approach to health and safety is
guided by the Group Health and Safety
Framework, which was approved by
theBoard. To ensure effective oversight,
the CFO & COO is the executive sponsor
for health and safety. The Group Health
andSafety Committee plays a key role
inmonitoring compliance with the
framework, providing regular updates,
and reporting any concerns to
theBoard.
Each site is responsible for managing
itshealth and safety practices in
alignment with the Group Health and
Safety Framework, while adhering to
local regulations and laws. Most of our
locations engage in office-based
activities, which are considered low risk.
However, certain higher-risk activities
within our Support division, such as
portagency operations and freight
forwarding, are managed separately
bya dedicated Health and Safety
Committee.
OUR IMPACT CONTINUED
AmandaAuld,Senior Marketing Manager,
chairsthe Women of Clarksons Network.
“Clarksons is a unique place to work.
It’sfull of talented people who genuinely
care about doing their best work, and
that’s something Ivalue. At the same time,
it’s a very male-dominated industry.
Aswestarted connecting with more
women across the business, we realised
how valuable those conversations were.
The idea ofstarting a women’s network
grew from there and the response was
positive.
“We wanted to find a simple way to
connect more regularly with women
andto create a space to help women
thrive and develop in our industry, and
that’s exactly what happened from the
very first meeting.
“We’ve been meeting monthly ever since,
andit’s been a real achievement to see
strong, supportivewomen at Clarksons
coming together.
“Highlights so far include hosting
firesidechats – two that stand out
includehearingfrom three colleagues
who were recognised in the Top 100
Women in Shipping, as well as an event
inpartnership with WISTA and Gard
which brought together over 100 industry
peers to discuss the dark fleet and
sanctions. Alongside this, we have hosted
in-person andonline health and wellbeing
sessions andlaunched our Coffee & Chats
initiative.
“The level of engagement and turnout
hasbeen amazing. I want the network
tocontinue celebrating the women we
workwith and supporting people at
differentstages of theircareers.”
Gender diversity
As at 31 December 2025
Senior managers
1
1
2
1. Female 21 (8.4%)
2. Male 230 (91.6%)
1 Employees who have responsibility for
planning, directing or controlling the activities
of the Group, including all directors of
subsidiary companies.
All employees
1
2
1. Female 669 (28.9%)
2. Male 1,645 (71.1%)
New joiners in 2025
1
2
1. Female 153 (32.6%)
2. Male 316 (67.4%)
50 51
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Strategic Report
Learning and development opportunities
Clarksons is committed to investing in the
next generation of talent and provides
numerous opportunities for young people
from all backgrounds to explore a career
inthe maritimeindustry.
OUR IMPACT CONTINUED
Delivering impact in our communities
Industry partnerships
We deeply value our partnerships with
associations and communities across
themaritime industry. Over 2025 we
have grown our long-term partnerships
and welcomed new ones to our
networks.
The Women’s International Shipping &
Trading Association (‘WISTA’) remains
an important partner for Clarksons.
WISTAis an international networking
organisation whose mission is to attract
and support women in the maritime,
trading and logistics sectors. Our female
employees are encouraged to become
members and to attend training and
networking events.
Clarksons is also a corporate member
ofWomen Together, an organisation
dedicated to advancing gender equality
and empowering women within the
shipping and commodities industry.
Thispartnership reinforces our ongoing
efforts to foster diversity, equity, and
inclusion; and provides opportunities
forwomen to connect and learn from
one another.
Clarksons Research plays a pivotal role
in advancing maritime education and
research by offering access to
comprehensive data and insights to over
50 maritime university and research
programmes worldwide. We also
provide data and intelligence to
inter-governmental organisations,
governments, regulators and various
industry and trade bodies, helping frame
debate and policy decisions around the
development of the shipping industry,
including climate change and safety
atsea.
Hear from Adrian Woll Haaland,
atrainee based at our Norway
office.
“Before joining the programme,
Ispoke with professionals in the
industry to seek advice on how to
take my first step into shipbroking.
They consistently emphasised the
importance of practical exposure
within a well-established company.
Clarksons is one of, if not the best
places in the world to achieve this,
which is why I wanted to behere.
“As a trainee, you are surrounded
byexperienced professionals, from
brokers to managing directors, who
actively invest in your development.
The team at Clarksons has been
supportive on all fronts, tracking
myprogress and ensuring that I’m
constantly learning.
“A key highlight was completing
myfirst fixtures on the Offshore
desk.Each fixture has been different,
providing exposure to varying
commercial situations, negotiations,
andoperational aspects.
“As a second-year trainee, I’m looking
forward to spending time abroad on
the Offshore S&P desk at Clarksons’
Dubai office to further develop my
understanding of shipbroking while
gaining international experience.
“I would highly recommend the
Trainee Broker Programme to those
seeking early practical exposure,
afast-paced and dynamic work
environment, and a steep
learningcurve.”
MarkBrookes, Divisional Director,
shares what the annual Charity Giving
Day meant to him.
“After my own experience of prostate
cancer and the challenges of treatment,
theimportance of early detection and
open conversations about men’s health
became very real to me.
“At Clarksons, we wanted to turn that
experience into something positive
which is why Movember was chosen as
the focus for our Charity Giving Day. For
me, this decision reflected the genuine
care shown by Clarksons’ senior
leadership, whose commitment to
employee wellbeing goes beyond words
and is demonstrated through action.
“On the day, PSA tests were offered to
men over 40across the company,
helping to remove barriers and
normalise proactive health checks which
are so often not talked about. I feel
extremely grateful we were able to use
my experience to support Movember
and to promote awareness, early
diagnosis, and better outcomes for men
andtheirfamilies.”
Charitable giving and volunteering
Giving back is central to Clarksons’
values and culture, we are dedicated
tosupporting our communities and
achieving impact where it matters most.
We are incredibly proud of how our
teams generously offer their time,
energy and funds to support the critical
work of many charitable organisations.
Over 2025, our teams poured their
enthusiasm into volunteering and
fundraising. Just some of the many
highlights include:
− September saw another spectacular
Clarksons Charity Giving Day, with
42teams across nine global offices
competing in ‘Quadrox’ – rounds of
high intensity fitness challenges. Our
employees raised a total of£27,000
insupport of Movember, acharity
thatfocuses on prostate cancer,
testicular cancer and mental health
support. The day was also apowerful
opportunity to raise awareness,
destigmatise health checks and
encourage conversation about men’s
health issues
− Clarksons hosted another career panel
discussion and interactive workshop
with the Renaissance Foundation,
anorganisation that supports young
carers and patients. Our employees
participated in a speed networking
event and provided CV and interview
guidance for the aspiring next
generation
− Our teams came together to donate,
wrap and deliver gift hampers, school
packs, hygiene kits and Christmas gifts
for different causes around the world
− Inspiring employees completed
sponsored cycles and challenges to
raise money for causes close to their
hearts
− Our employees volunteered their time
to support local community and youth
groups, hold beach clean-ups and
raise funds to sponsor disadvantaged
young people throughschool.
Trainee Broker Programme
Since its launch in 2023, we have
welcomed a total of 60 trainees
ontoourflagship Trainee Broker
Programme. The two-year early
career initiative provides candidates
from all locations and backgrounds
with the opportunity to accelerate
their careers to gain valuable
experience inthe shipbroking
industry.
The programme includes rotational
seatsacross some of our key
shipbroking divisions, with bespoke
development of technical,
organisational, and professional
knowledge and skills. Upon
completion of the one-year
programme, trainees are considered
for a further one-year extension,
which may include asecondment
inone of our overseasoffices.
This year marked a significant
milestone as the inaugural 2023
cohort completed the two-year
programme and are now working
across key broking desks including
Gas, Dry Cargo, Offshore and Tankers
in offices spanning Dubai, Geneva,
Houston, London, Oslo, Shanghai
andSingapore.
We have welcomed
atotal of 60 trainees
ontoour flagship Trainee
Broker Programme
since2023.
Internships and apprenticeships
Each year we run apprenticeships
andasummer internship to give
the next generation of talent
insight into themaritime industry.
This year, we arepleased to report
a balanced intern cohort with a
50/50 gender split and a100%
onward retention rate.
Clarksons has also partnered with
theMaritime and Port Authority of
Singapore (‘MPA’) and the
Singapore Maritime Foundation to
host the MPA Global Internship
Award programme. This 12-week
initiative provides students with
hands-on experience in our
broking business, including an
overseas placement.
Dry Cargo Shipping Diploma
Each year Clarksons delivers the
Dry Cargo Shipping Diploma, a
five-day intensive programme
designed to support aspiring
brokers and operators. 2025 saw
our highest number of participants
yet, with representatives from 22
clients, as well as Clarksons team
members.
53Clarkson PLC – 2025 Annual Report52 Clarkson PLC – 2025 Annual Report
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Jeff Woyda
Chair of The Clarkson Foundation
Strategic Report
OUR IMPACT CONTINUED
Celebrating five
years of impact
Our impact
Charities supported through
our grant programme
Total raised for charitable
purposes
83 £4.3
m
Since the inception of The Clarkson Foundation
(2020-2025)
OURIMPACT
We established The Clarkson Foundation
in 2020 in order to build on our
commitment to create positive and
lasting change around the world. As
TheClarkson Foundation marks its fifth
anniversary, we are truly proud of the
meaningful change we have been able
to facilitate, rooted in the belief that
sustainable social impact is built on
collaboration, trust and shared purpose.
In the last five years, The Clarkson
Foundation has championed initiatives
that support young people, strengthen
communities and empower
organisations whose work makes a
tangible difference. We have supported
programmes that broaden access to
education, open pathways to
opportunity and enable individuals to
reach their full potential. What we have
achieved has only been possible
because of the unwavering support,
generosity and belief of colleagues
across the business, and the long-
standing partnerships we have formed
with inspirational charity leaders who
work tirelessly every day to create
opportunities and deliver hope.
In reaching this milestone we look back,
not only on how far we have come, but
also to celebrate the thousands of lives
touched along the way through the 83
charities that we have given grants to.
From supporting overseas communities
with access to education and clean
water, to the funding of medical
equipment and access to programmes
to support youth wellbeing, as well as
providing meal provision and housing
for those experiencing poverty or
homelessness, The Clarkson
Foundation’s support has helped
charities grow their reach, deepen their
work, and deliver lasting outcomes. Five
years on, the vision that inspired The
Clarkson Foundation remains as strong
as ever: to champion causes where our
support can make the greatest
difference.
As we look ahead, the momentum
created in 2025 sets the stage for
thenext chapter of The Clarkson
Foundation’s work:
Last year, we announced our support
forCentrepoint and its Independent
Living Programme. We’re delighted to
share that, following the recent grant
ofplanning permission for a new
independent living facility in Lambeth,
Clarksons House is on track for
completion in 2027, Clarksons’ 175th
anniversary, representing another step
forward in Centrepoint’s goal of ending
youth homelessness.
And finally, we’re delighted to share
another ‘milestone’ donation. We have
partnered with Great Ormond Street
Hospital (‘GOSH Charity’) to fund a
cytotoxic pharmacy for the efficient
production and supply of crucial
medication for patients who will be
treated in the new Children’s Cancer
Centre, which is currently under
construction at Great Ormond Street
Hospital (‘GOSH’). When complete,
thisworld-class facility will help drive
transformation in children’s cancer care
and save more lives. We look forward
tosharing more details as the project
progresses.
The achievements of this year reaffirm
our belief in the power of partnership
and collective action. With gratitude for
the dedication of colleagues, partners
and supporters, we move forward with
renewed focus, committed to building
on five years of impact and shaping an
even brighter future for the communities
we serve.
Centrepoint celebration atClarksons
We brought together the project team for
Clarksons House to celebrate the milestone,
including representatives from the design team,
Lambeth council, the charity and the Trustees.
Rising Star Award
We were delighted to sponsor the Rising Star
Award at the 2025 Centrepoint Awards, which
JeffWoyda presented.
Rising Star Award
(Left to right): Awards host Gabby Roslyn;
Centrepoint CEO Seyi Obakin OBE; the award
winner; and Jeff Woyda.
2025 Centrepoint Awards
The awards were attended by Trustees of The
Clarkson Foundation and Communications team.
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OUR IMPACT CONTINUED
A year of giving
THE FELIX PROJECT
The Felix Project is on a mission to
tackle food waste and hunger across
London through rescuing high-quality,
surplus food that would otherwise go
towaste and redistributing it to over
1,200 community organisations. To help
keep this essential work going, The
Clarkson Foundation has supported the
purchase of a new refrigerated electric
van, increasing The Felix Project’s
capacity totransport fresh, nutritious
food while reducing the organisation’s
carbon footprint.
The achievements of this
year reaffirm our belief in
the power of partnership
and collective action.
Jeff Woyda
Chair of The Clarkson Foundation
THE MARITIME LONDON
OFFICER CADET
SCHOLARSHIP
The Maritime London Officer Cadet
Scholarship (‘MLOCS’) supports young
people wanting to become merchant
navy officers by helping to fund their
training, education and connections to
industry. The programme is regarded as
a key source of future seafarers for the
UK maritime industry. We’re delighted to
sponsor one of the cadets, Grace
Newbold. Once her course is complete
in 2028, Grace will be able to serve as an
officer on a merchant vessel with her
seafaring qualification.
MAKE A WISH NORWAY
Make a Wish Norway supports children
living with critical illnesses such as
cancer, organ transplants, neurological
disorders or life-limiting conditions
through granting unique wishes.
Thesewishes bring hope, strength and
joy, creating cherished memories for
thechildren and their families. We were
delighted to support them to help more
of these wishes come to life.
THE GURKHA
WELFARETRUST
The Gurkha Welfare Trust provides
financial, medical and development aid
to Gurkha veterans, their families and
communities. This year, we supported
them with a second project to build an
earthquake-resilient home in Nepal.
The Gurkha WelfareTrust
Providing our support for the build
of a second earthquake-resilient
home in Nepal.
Make a Wish Norway
Making wishes come true for
children with critical illnesses.
We also provided first-time grants to:
The Maritime London Officer
Cadet Scholarship
We are delighted to sponsor cadet
Grace Newbold over her three-
year training programme.
The Felix Project
Increasing The Felix Project’s
capacity to tackle food waste
andhunger.
In 2025, The Clarkson Foundation
awarded grants to a diverse range of
charities, with a continued focus on
youth opportunity, mental health and
community development. These grants
enabled organisations to launch new
initiatives, scale successful programmes,
and respond to growing needs across
the communities they serve.
Seeing the impact that charities we
supported had achieved through their
grants, we were delighted to provide
repeat support to further projects:
Learn more
Scan to learn more
about the Foundation
The Wave Project
Improving the wellbeing of young
people through surf therapy.
THE WAVE PROJECT
The Wave Project provides surf therapy
to help young people improve their
emotional and physical wellbeing.
Thisyear, we provided funding towards
its programme in Brighton which now
runs six Surf Therapy courses a year,
helping hundreds of young people to
access ocean-based games and
creativeactivities.
STELLA MARIS
Stella Maris is the largest ship-visiting
network in the world, whose aim is to
improve the lives of seafarers and
fishers. We recently supported Stella
Maris with the purchase of a new
minivan for their team in Kenya to help
the volunteers with their vital
outreachwork.
Stella Maris
Improving the lives of seafarers
and fishers through ship visits.
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GOVERNANCE
Leading a responsible business
Ethics and compliance at Clarksons
We conduct our business responsibly
and operate with the highest standards.
With robust governance, we maintain
trust with our stakeholders and deliver
sustainable value. Our principles, policies
and practices are designed to ensure
that we:
− Act honestly, fairly and with integrity
at all times, and that we comply with
all applicable laws
− Treat our employees, clients,
contractors, suppliers and other
stakeholders fairly and with respect
− Create a high-quality, equal
opportunity workplace for all our
employees, based on merit and free
from discrimination, bullying and
harassment
− Respect human rights.
We have a deeply embedded culture
ofethics and compliance at Clarksons.
We have a risk-based compliance
programme which includes risk
assessments across numerous factors
including the location of our operations,
our industry, the regulatory environment,
potential clients and business partners,
transactions with foreign governments,
gifts, travel and entertainment.
Our Compliance Code contains a suite
of policies and procedures that mitigate
legal risks such as sanctions breaches,
bribery and corruption, money
laundering, insider dealing, market
abuseand conflicts of interest. A clear
and accessible whistleblowing policy
supports anonymous reporting of
misconduct to an independent
externalprovider. Eachyear all
employees, officers and Board members
are required to read and commit to our
Compliance Code and to complete
mandatory bespoke training to ensure
that our policies are integrated into the
organisation. Additional training is given
to employees in relevant control
functions. An effective Audit and Risk
Committee oversees our compliance
programme.
Sanctions
Clarksons is renowned for its
exceptionalsanctions compliance
programme. Withthe largest KYC team
in the industry, we set the highest
standards insanctions risk management.
Ourprogramme includes bespoke
proprietary tracking tools and illicit
behaviour risk tools. Our robust
approach safeguards both our
operations and, by extension, our clients.
Human rights and modern slavery
We believe that the respect of human
rights is integral to being a responsible
business and we are committed to
treating individuals with respect
anddignity.
Clarksons places value on difference
andbelieves that diversity of people,
skills and abilities is a strength that helps
the business and the individuals within
itto thrive. Any discrimination based
onrace, religion, nationality, gender, age,
marital status, disability, sexual
orientation or political affiliation is
prohibited within the business. We are
committed to providing a workplace
free of any form of harassment or
discrimination and expect our suppliers
to do the same.
OUR IMPACT CONTINUED
Our Supplier Charter asks our suppliers
to commit to respecting human rights,
diversity, inclusion and the environment.
Suppliers are required to have effective
systems and controls in place to prevent
modern slavery. Our General Terms and
Conditions also include client obligations
to comply with modern slavery
legislation.
We continue to review the effectiveness
of our current arrangements and, where
necessary, implement additional
safeguards and procedures. In line with
the Modern Slavery Act 2015, we publish
an annual Modern Slavery and Human
Trafficking Statement on our website.
RISK MANAGEMENT AND PRINCIPAL RISKS
Effective risk management
Preserving the integrity
andreputation of the
Clarksons brand in a
fast-changing world.
Our risk management framework
ensures that we manage risks against
arisk appetite that seeks to protect
onthe downside, while promoting the
necessary entrepreneurism to seize
opportunities which further our strategy
to create value for shareholders and
other stakeholders.
Risk environment
Our business model determines
ourinherent internal risk.
As intermediaries, we are bound by
thescope and authority determined
byour General Terms and Conditions,
which are communicated to our clients
on commencement of business.
We do not take principal trading
positions, other than in exceptional
circumstances in the Financial division
should there be a failure of a client to
meet its obligations during the
settlement period.
The strength of our balance sheet
comes from cash and other current
working capital balances which grow
with our consistently profitable business.
Our profit and cash flows are not
exposed to asset valuations or the risk
of loss or damage to physical assets of
material value integral to our day-to-day
business.
Aside from regulatory capital
commitments in our regulated entities,
we are not required to commit amounts
of capital in the conduct of our day-to-
day business. The Group has no
borrowings.
Our risk profile continues to evolve
asaresult of exogenous factors –
fast-changing market conditions and
regulations; global macro-economic and
geo-political uncertainty with associated
market volatility; increasing cyber crime;
andclimate change.
Robust risk management enables us to
capture strategic opportunities that flow
from the evolving external context: such
as the green transition, technology,
anddata-driven commercial options and
a broader service and geographical
footprint which enable us to lead
positive changein the shipping industry
and develop the tools to future-proof
ourbusiness.
Risk management is an
integral part of all of our
activities, and risks are
considered in conjunction
with opportunities in all
business decisions.
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RISK MANAGEMENT AND PRINCIPAL RISKS CONTINUED
— Managing risk to protect operations and
deliver strategic opportunities.
— Setting the Group’s strategic objectives and
determining the nature and extent of the risks
it is willing to take (the risk appetite) in
achieving these strategic objectives.
— Establishing risk management policies, key
controls and procedures and to ensure that
they continue to be effective to protect the
Group’sstakeholders.
— Maintaining the Group’s system of internal
controls and risk management and reviewing
theeffectiveness of these systems annually.
— Overseeing the development of internal
control procedures which provide assurance
that the Group’s material controls are both
designed andoperating effectively and are
sufficient tocounteract the risks to which the
Group isexposed.
— Undertaking an annual review of the Group’s
internal controls and procedures.
— Reviewing the adequacy and effectiveness
ofthe Group’s risk management systems
andprocesses.
— Reviewing internal control observations
raisedbythe External Auditor as part of
theaudit process, and their remediation.
— Considering all internal audit reports and
overseeing implementation of associated
recommendations.
— Ensuring effective risk identification,
assessment and mitigation is performed across
the business.
— Embedding risk management processes
andinternal controls across divisions and
functional areas to mitigate risks
— Ensuring risk awareness and safety culture
isembedded across the business.
TH E BOARD
IS RESPONSIBLE FOR:
OPERATIONAL MANAGEMENT
IS RESPONSIBLE FOR:
Top down
Risk oversight and assessment
Bottom up
Assessment at operational level
THE AUDIT AND RISK COMMITTEE
IS RESPONSIBLE FOR:
Risk culture
Risk management is an integral part of
all of our activities. Risk appetite
provides the boundary to the
assessment of all business opportunities.
We focus on the principal risks which
could affect our business performance
and therefore the achievement of our
strategic objectives.
Our flat management structure and
culture of open communication across
all areas of the business enables
employees to identify, assess, manage
and report current, potential or
emerging risks to senior management in
a timely manner. Employees are actively
encouraged to suggest improvements to
processes and controls.
Risk appetite
Risk appetite reflects the overall level of
risk we are willing to seek or accept in
order to achieve our strategic objectives
and is therefore at the heart of our risk
management processes and decision-
making. Determining the nature and
extent of the risks we are willing to take
is the responsibility of the Board. Our
aim is to manage each of our principal
risks and mitigate them to within their
agreed individual risk appetite levels.
The Board approves the Group’s policies,
procedures and controls. This process
enables, where possible, a reduction in
risks to the tolerance levels set by the
Board. In determining its risk appetite,
the Board recognises that certain risks
are accepted to support the delivery of
strategy, without hindering our
entrepreneurial approach.
Control environment
Our internal control system is embedded
into our culture and encompasses the
policies, processes and behaviours that,
taken together:
− facilitate its effective and efficient
operation to enable us to respond
appropriately to significant risks that
might prevent us from achieving our
objectives. This includes the
safeguarding of assets from
inappropriate use or from loss or
fraud, and ensuring that liabilities are
identified and managed
− ensure the appropriate quality of
internal and external reporting. This
requires the maintenance of proper
records and processes that generate a
flow of timely, relevant and reliable
information that enables management
to make appropriate strategic and
operational decisions
− ensure compliance with applicable
laws and regulations.
Our internal control system is designed
to evaluate and manage, rather than
totally eliminate, risk and can only
provide reasonable, and not absolute,
assurance against material loss or
misstatement.
The Group continually seeks to improve
and update existing procedures, to
strengthen material controls, to
introduce new controls where necessary
and to evaluate emerging risks.
It is clearly communicated to all staff
that they are responsible for ensuring
compliance with Group policies,
identifying risks within their business
and ensuring these risks are controlled
and monitored in the appropriate way.
Annual mandatory training reinforces
this approach.
Read more
Our strategy on pages 4 to15.
Market trends on pages 32
to33.
Principal risks on pages 63
to67.
Audit and Risk Committee
Report on pages 98 to 105.
The Group continually
seeks to improve and
update existing
procedures, to strengthen
material controls, to
introduce new controls
where necessary and to
evaluate emerging risks.
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Principal Risks
We continue to robustly assess
our principal and emerging
risks, while being open to new
risks or different manifestations
of existing risks.
RISK MANAGEMENT AND PRINCIPAL RISKS CONTINUED
The backdrop to 2025 has been one of
continued geo-political instability and
increasingly visible cyber crime. Against
this wider context, whilst no changes
were necessary to the principal risks in
2025, the Board determined that the risk
factor of both macro-economic and
geo-political factors and cyber risk and
data security had increased.
The risks that follow, whilst not
exhaustive, are those principal risks
which we believe could have the
greatest impact on our business, and
which link to the Group’s strategic
objectives (set out on pages 4 to 15).
The Audit and Risk Committee and the
Board review these risks in the
knowledge that currently unknown,
emerging or immaterial risks could turn
out to be significant in the future, and
the Board confirms that a robust
assessment has been performed.
Whilst not a principal risk for the Group
at this time, we consider climate change
to be a thematic risk which potentially
impacts a number of our principal risks.
The Audit and Risk Committee
recognises that the assessment of
theopportunities and the impact on
principal risks arising from climate
change requires consideration of much
longer timescales beyond the 36 months
used in the viability analysis on pages 74
and 75, and will continue to take a
long-term view of the potential impacts
and mitigants for the Group. In leading
positive change in a fast-changing
world, we continue to assess and
manage areas where climate change
canimpact our business and clients,
andseek ways in which we can
proactively support our clients through
the green transition.
Our principal risks have
been reviewed throughout
the year against a
backdrop of geo-political
instability and increasingly
visible cyber crime.
Approach and framework
Our approach to assessing our risks, as well as maintaining and strengthening
ourrisk management and internal control framework, follows these stages:
The Board recognises that it has limited
control over many of the external risks it
faces, including the macro-economic
and geo-political environment and
climate change. It nevertheless reviews
the potential impact of such risks on the
business and actively considers them in
its decision-making. The Board monitors
the principal risks at each Board
meeting.
Every year, through the ongoing
integration of culture and compliance,
supplemented with mandatory training,
we make further progress in embedding
our risk management approach with all
employees. Using our risk management
system, we continue to improve risk
awareness, refine key controls and
enhance procedures to further
mitigaterisks.
The Board and senior management take
a forward-looking approach to risk to
ensure early identification, timely
assessment and, where necessary,
mitigation of new and emerging risks,
such that they can be evaluated
alongside known and continuing risks.
Priority for 2026
Provision 29 of the 2024 UK Corporate
Governance Code has introduced a
requirement for the Board to make a
declaration of the effectiveness of the
Company’s material controls as at the
balance sheet date. This will be effective
for the Company for the first time in the
2026 Annual Report. In preparation for
this, during 2025 a comprehensive
review identified those controls which
are deemed to be material and the
sources of evidence available to monitor
the effectiveness of those controls. The
priority for 2026 is to further enhance
the internal reporting necessary to
enable the Board to make the necessary
declaration. This work will continue
alongside our regular risk management
activities.
In light of continually evolving geo-
political, cyber and technological
challenges in particular, we continue to
monitor the effectiveness of our controls
and take action as needed toboth
protect the Group and allow
opportunities to be acted on within
acontrolled environment.
IDENTIFY AND DOCUMENT
1 Identify current and emerging
risks facing theGroup, including an
appraisal of the extent towhich the
risk is affected byclimate change.
2 Document risks on a centrally
managed riskregister.
3 Identify the level of appetite
appropriate foreach risk.
EVALUATE LIKELIHOOD ANDIMPACT
4 Assess the likelihood of
occurrence of each riskover
a36-month period.
5 Evaluate the potential impact
ofeach risk ontheGroup using
aquantified scale.
ASSESS AGAINST APPETITE
6 Determine the strength and
adequacy ofthecontrols operating
over each risk.
7 Identify and assess the effect
ofany mitigating factors on both
likelihood and impact.
8 Compare the residual risk against
the identified risk appetite.
9 For each principal risk, identify
ifthe risk exceeds appetite, andifso
the extent.
CONTROL AND MONITOR
10 Develop the plan to deliver where
necessary enhanced controls and
actions to bring the risk within
appetite.
11 Consider enhancing where
necessary the level of assurance
derived from the Three Lines of
Defence, including internal audit,
and any recommended
remedialactions.
12 Monitor all risks, any emerging
risks, any changes to the level of risk
appetite and thestatus of the plan
on a regular basis. Report any
significant changes to the Audit and
Risk Committee. Enhance controls
and take other corrective actions as
required.
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Risk Adverse movements in foreign exchange Financial loss arising from failure
of a client to meet its obligations
Change in risk
factor since 2024
Link to strategic
objective
Growth Understanding | Growth
Description
The Group can be exposed to adverse movements in
foreign exchange as our revenue is mainly denominated in
US dollars and the majority of expenses are denominated
in local currencies, whilst we continue to report in sterling.
The average exchange rate in 2025 of US$1.32/£1 was
similar to that in 2024 when the average was US$1.28/£1.
There is a risk of a further weakening in the US dollar.
Uncertainty in our markets continues to affect the amount
of debt that may be recoverable from clients. In the event
of a client failing to meet its obligations, any associated
forward order book value may have to be written off. These
scenarios would impact current and reported income.
Controls/
mitigating factors
− Hedge currency exposure through forward sales of US
dollar revenues.
− Sell US dollars on the spot market to meet local currency
expenditure requirements.
− Continually assess rates of exchange, non-sterling
balances and asset exposures by currency.
− Maintain good relationships and communication with our
clients.
− Regularly monitor global client debt levels and cash
collections using information from a range of sources.
Activities
in 2025
We continued to apply our hedging strategy consistently
and, as at 31 December 2025, the Group had hedges in
place for 2026, 2027 and 2028 of US$85m,, US$65m and
US$5m respectively.
Read more
Our financial risk management objectives and
policies in note 27 on pages 181 to 183.
− We continued to provide for doubtful debts
onaconservative basis.
− There were no unexpected losses arising from
aclientfailure in 2025.
Read more
Our trade receivables in note 14 on pages 170
and171.
RISK MANAGEMENT AND PRINCIPAL RISKS CONTINUED
Risk Macro-economic and geo-political factors Changes in the broking industry
Change in risk
factor since 2024
Link to strategic
objective
Understanding | Breadth | Reach | Growth Understanding | Breadth | Reach | Trust | Growth
Description
The strength of, and changes in, world trade, global GDP
and other general economic fluctuations impact the
demand for and supply of ships.
Supply/demand imbalances cause fluctuations in freight
rates. If freight rates, volumes or asset prices fall, the
commission that we receive will also fall.
World seaborne trade is estimated to have grown in 2025.
However there were considerable uncertainties in the
geo-political landscape during 2025, including the use of
tariffs by the US, tensions in the Middle East and the
continuing Russia-Ukraine conflict.
Clients are becoming increasingly sophisticated and
looking to technology to provide efficiencies, access to
more intelligence for informed decision-making and data to
meet their reporting requirements. Consideration of
environmental factors continues to be at the forefront of
clients’ strategy.
These changing requirements create business
opportunities for the Group as a trusted advisor to our
clients. Failure to consider these changes, both at a
strategic and operational level, could lead to a loss of
market share, loss of revenue and/or reputational damage.
Controls/
mitigating factors
− We are not dependent on any one country’s economy
asour operations and clients are located in all major
maritime and trade centres globally.
− Our business model is built on the ability to deal with
downturns and remain profitable. As our employee
remuneration is weighted toward profit-related variable
compensation, costs are responsive to swings in freight
rates, volumes or asset prices.
− We have the resources and capability available to open
offices in new locations, mitigating the reliance on
regional performance.
− Due to our broad product offering and expertise, we are
well positioned to find new opportunities in volatile
market conditions and can take advantage of market
turnarounds.
− We review the performance of each office and product
line at least monthly.
− Monitor and develop technological applications to
remain best-in-class.
− Monitor competitors’ activities in terms of product
offerings and react accordingly.
− Maintain strong client relationships and continuously
improve our offering based on our clients’ broking
requirements.
− Enhance our service offering to our clients and
future-proof our business through the Sea suite of
sophisticated technological tools.
− Provide our brokers with insights into the near- and
future-term shipping market through our market
research and analysis, positioning them to support our
clients to make smart decisions.
Activities
in 2025
Our results for 2025 show the robustness of our strategy
and business model against volatility in ourmarkets.
We have continued to diversify our footprint through the
establishment of new teams, expansion into additional
geographies and broadening our service offering, all
supported by our investment in leading technology and
advanced market intelligence.
Read more
Market trends onpages32 and 33.
− We continued our strategy to be at the forefront of the
digital transformation of our industry by investing in the
Sea suite of tools to ensure that we anticipate and meet
the evolving needs of our clients.
− We continued to invest in internal tools for trade to
provide our brokers with the best technology to service
our clients.
− We further grew our in-house specialist Green Transition
team to complement our brokers’ offering, helping
clients understand, plan for and comply with changing
environmental requirements.
− We actively worked to take advantage of the
opportunities which arose across all verticals from the
green transition, as a result of the IMO target set for
2030. This will position the Group to play a strong role in
these fast-changing markets over the longer term.
− We expanded our research to both meet clients’ needs
and to ensure the best market intelligence for our
Broking teams.
Read more
Business review onpages34 to 35.
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RISK MANAGEMENT AND PRINCIPAL RISKS CONTINUED
Risk Loss of key personnel
– normal course ofbusiness
Loss of key personnel
– Board members
Change in risk
factor since 2024
Link to strategic
objective
People People
Description
As a relationship-driven business, our success depends
onthe experience, reputation and performance of our
specialist teams across the Group. Losing key personnel
could impair our coverage of a particular line of business.
The strength of shipping markets has improved the
financial position of competitors and thus their ability
topoach our staff through enticing financial packages.
At the Annual General Meeting in May 2026, the Company
will seek approval of its Directors’ Remuneration Policy.
This shareholder vote is binding.
Accordingly there are specific risks arising from existing
contractual arrangements:
− The terms of the existing Executive Directors’ contracts
are proven to work in the context of our business and
competitive environment, and have delivered
outstanding shareholder value for many years. Seeking
to amend these terms unilaterally could threaten the
retention of the Executive Directors, which would not
bein the interests of our stakeholders.
− Furthermore, the unilateral amendment of the contracts
of the Executive Directors would trigger a fundamental
breach of contract rendering the contracts null and
voidthereby preventing the Company from relying on
the protections (gardening leave and post-termination
restrictions) that it has in the existing contracts.
− The retention of the Non-Executive Directors could be
threatened should it become clear that shareholders are
not prepared to vote in favour of either the Directors’
Remuneration Policy or individual Non-Executive
Director re-elections.
Controls/
mitigating factors
− We offer competitive remuneration, a wide range of
progressive employee benefits, an excellent working
environment and a working culture that is inclusive forall.
− Employment contracts include restrictive covenants,
appropriate notice periods and gardening leave
provisions to prevent the loss of key information.
− Group and divisional organisational and management
structures provide clarity of strategic direction and goals.
− Global mobility is encouraged and supported wherever
possible.
− We invest in our teams’ personal and professional
development.
− Succession planning and a bi-annual promotions process
encourage long-term retention of key personnel.
− Cross-divisional and business collaboration is actively
encouraged and key procedures are documented.
− Significant shareholder engagement programme
undertaken.
− Full disclosure in the Directors’ Remuneration Report
ofthe reasons for our remuneration structure.
− Regular review by the Nomination Committee of the
Board and Committee membership to ensure continuity
of operation should either of the above risks materialise.
Activities
in 2025
− Continued focus on strategic hires and internal
promotions to expand the pipeline of future leaders.
− Further embedding of our competency and behaviours
framework to support leadership and employee
development, performance management and
promotions based on consistent criteria of
performancerequirements.
− Continued to roll out learning resources for employee
development, including our bespoke management and
leadership development programme.
− Continued the Trainee Broker programme to develop
thenext generation of brokers.
− Strengthened our employee engagement initiatives
andcontinued to focus on the Employee Voice Forum
including in global locations.
− Analysis of turnover and absenteeism and exit interview
data to actively address anything of concern.
Read more
Supporting our people to thrive on pages 50 and 51.
Employee engagement on page 86.
− Continuing engagement with major shareholders to
ensure an understanding of the context of the Directors’
Remuneration Policy and its alignment and continuing
importance to the success of the Group’s strategy.
Read more
Directors’ Remuneration Report on pages 106 to 129.
Risk Cyber risk and data security Breaches in rules and regulations
Change in risk
factor since 2024
Link to strategic
objective
Trust Trust
Description
Financial loss, reputational damage or operational
disruption resulting from a major breach in the
confidentiality, integrity or availability of our IT systems
anddata.
A breach could be caused by an insider, an external party,
inadequate physical security, insecure software
development, or inadequate supply chain management.
The market continues to see high volumes of targeted
phishing type emails and ransomware attacks. The
prevalence of zero-day attacks and the ever-increasing
sophistication of social engineering are further examples
ofthe risks we face.
Breaches of regulations, intentional or unintentional, could
have a significant financial and reputational impact on the
Group. In regulated entities, this could result in the loss of
licences required to operate.
Regulations that could be breached include laws governing
sanctions, bribery and corruption, market abuse (including
insider dealing and market manipulation), money
laundering, facilitation of tax evasion, data privacy,
andhealth and safety.
Controls/
mitigating factors
− IT controls include regular penetration testing, monthly
network vulnerability scans, market-leading anti-virus
and firewall technologies, email scanning, enhanced
authentication and access control requirements.
− Operational processes include 24/7 cyber threat
monitoring, strict segregation of duties, stringent
procedures for granting and removing access, frequent
disaster recovery testing and regular cyber awareness
training for all employees.
− Investment in compliance, KYC and legal functions.
− Policies and procedures for all areas.
− Regular training including mandatory annual training in
all areas.
− Due diligence performed on clients, vessels and
transactions.
− Various internal controls to identify, block, escalate and
record activity that may be prohibited.
− Regular monitoring and audits of relevant internal
controls.
Activities
in 2025
− We continued to invest significantly in providing
enhanced security policies, appropriate technical and
operational controls, skilled resources and up-to-date
training dedicated to the prevention of cyber crime,
bothin an office and remote working environment.
− Updated global risk assessments across various areas.
− Increased and upgraded resources in KYC, sanctions and
compliance support.
− Reviewed and amended various policies, created
additional policies and procedures, introduced various
additional internal controls and upgraded functionality
of various internal controls.
− Created additional training.
Read more
Leading a responsible business on page 58.
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DISCLOSURE STATEMENTS
The table below constitutes the Company’s non-financial and sustainability information statement, in compliance with sections
414CA and 414CB of the Companies Act 2006.
Reporting requirement Key policies and standards
Environmental matters
Read more
Environment on pages 48 and 49.
Our employees Global Staff Handbook
Global Diversity and Inclusion Policy
Compliance Code
Global Privacy Statement and Policy
Health and Safety Policy Statement
Whistleblowing Policy
Read more
Supporting our people to thrive on pages 50 and 51.
Leading a responsible business on page 58.
Social matters
Read more
Delivering impact in our communities on pages 50 to 57.
Human rights Ethics Policy Statement
Modern Slavery and Human Trafficking Statement
Global Privacy Statement and Policy
Read more
Leading a responsible business on page 58.
Anti-corruption and anti-bribery Anti-Bribery and Corruption Policy
Read more
Leading a responsible business on page 58.
Business model
Read more
Our business model on pages 28 and 29.
Principal risks
Read more
Principal risks on pages 63 to 67.
Non-financial key performance
indicators
Read more
Key performance indicators on pages 26 and 27.
Climate-related financial disclosures
Read more
TCFD on page 69.
The Company has reported consistent
with the Taskforce on Climate-related
Financial Disclosures (‘TCFD’)
recommendations during the year
ended 31December2025, with the
exception of recommendations a) and c)
under the Metrics and Targetspillar,
where we have provided an explanation.
Our approach to the governance and
risk management pillars of TCFD is
integrated into our wider processes,
andour reporting in relation to these
areas is therefore set out within the
relevant sections of the Annual Report.
GOVERNANCE
Describe the board’s oversight
of climate-related risks and
opportunities
The Board has overall responsibility
andaccountability for all risks and
opportunities, including all climate-
related matters. The Audit and Risk
Committee monitors the impact of
climate change on our principal risks,
including their materiality, as part of
their ongoing monitoring of actual and
emerging business risks.
Read more
Governance framework
onpage 84.
Describe management’s role
in assessing and managing
climate-related risks and
opportunities
Our CFO & COO takes overall executive
responsibility for ESG matters (including
climate change). Our CEO and the
Executive Team lead the identification of
climate-related opportunities as part of
their responsibility for delivering the
strategy and identify and manage
climate-related risks within their relevant
areas.
Read more
Risk governance on page 61.
Governance framework
onpage 84.
STRATEGY
Describe the climate-related risks
andopportunities the organisation
has identified over the short, medium,
and long term, and their impact on
the organisation’s business, strategy,
and financial planning
The risks and opportunities for our
business are identified through existing
business planning and risk management
processes. In 2025, we conducted a
renewed analysis to enhance the maturity
and relevance of our climate risk
management, this included an additional
climate scenario. We identified one new
risk, namely site damage and disruption
caused by extreme weather, and were
satisfied that the opportunities identified
previously remained the most relevant.
Read more
Climate scenario analysis
onpages 70 to 71.
Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a2°C or lower scenario
We have undertaken climate scenario
analysis to understand how the
climate-related risks and opportunities
that we face may manifest themselves
under three different temperature
pathways (including one aligned to
theParis Agreement).
Read more
Climate scenario analysis
onpages 70 to 71.
RISK MANAGEMENT
Describe the organisation’s processes
for identifying, assessing and managing
climate-related risks and how those
processes are integrated into the
organisation’s overall risk management
Our processes for identifying, assessing
and managing the impact of climate
change on our principal risks are
integrated into our existing risk
management processes.
Read more
Our risk management
framework on pages 59 to 62.
METRICS AND TARGETS
Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with
its strategy and risk management
process
We are continuing to evolve our ESG
reporting to recognise market and
regulatory developments. Increasing our
data maturity across Scope 3 emissions
and other environmental factors will
remain an ESG priority and will
subsequently inform our strategy
insetting the necessary targets.
The climate-related risks that we
haveidentified relate to stakeholder
environmental expectations, which
theBoard assesses through stakeholder
feedback, and site damage and
disruption caused by extreme weather.
Read more
Our impact on pages 48
and49.
Disclose Scope 1, Scope 2, and,
ifappropriate, Scope 3 greenhouse
gas emissions, and the related risks
Our Scope 1, 2 and limited Scope 3
emissions are disclosed on pages 72
and73. We are continuing to increase
our data maturity across our greenhouse
gas (‘GHG’) emissions and to assess all
Scope 3 categories in relation to our
largest broking subsidiary. With the
majority of our emissions coming from
Scope 3 sources, we will continue to
develop the robustness of this data
across the additional categories before
itis disclosed. As a predominantly
office-based company, we do not
currently identify our GHG emissions
asa material risk.
Read more
Environmental performance
on pages 72 and 73.
Describe the targets used by the
organisation to manage climate-
related risks and opportunities
andperformance against targets
We have confirmed our commitment
toachieving net zero by 2050 in line
with current UK government targets.
Weare continuing to evolve our ESG
reporting to recognise market and
regulatory developments. Increasing our
data maturity across Scope 3 emissions
and other environmental factors will
remain an ESG priority in 2026 and will
subsequently inform our strategy in
setting the necessary targets.
TCFDNon-financial and sustainability
informationstatement
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EVALUATING CLIMATE RISKS
AND OPPORTUNITIES
Whilst the risks and opportunities
relating to climate change for our
business are identified through existing
business planning and risk management
processes, in 2025 we conducted a
renewed thorough analysis of transition
and physical risks and opportunities that
could affect the Company and the wider
shipping industry. The assessment was
conducted with consideration of the
TCFD ‘Guidance for all Sectors’ and the
technical supplement on climate
scenario analysis. Risks were assessed in
terms of likelihood and impact across
the three climate scenarios; under short
(zero to five years), medium (five to ten
years) and long (over ten years) -term
timeframes respectively. Themateriality
classification framework aligns with
Clarksons’ risk register scoring matrix.
The results of the assessment identified
no significant changes in the existing
risks and opportunities. The potential
impact of the identified two risks and
two opportunities if they were to occur
is outlined on pages 70 and 71, along
with our resilience to these risks and
opportunities. However, these are not
currently considered to be material to
the Group when assessed over the three
timeframes.
Climate scenario analysis
Our Research division collects, validates,
analyses and manages data on
merchant shipping and offshore
markets. Research has used this
intelligence to develop regularly
updated climate and energy transition
scenarios as it provides an outlook on
the way climate change will impact
business activity specific to the maritime
industry. Using these internally
developed maritime-specific climate
scenarios rather than generic
frameworks enables us to best
understand the impacts of different
climate scenarios on the unique business
environment that shipbroking offers.
These scenarios are aligned to the
science behind global environmental
change highlighted in the latest report
by the Intergovernmental Panel on
Climate Change. This year we expanded
the coverage of our assessment and
included an additional climate scenario,
ensuring continued alignment with the
TCFD recommendations. As part of the
climate assessment, our Research
division undertook an analysis of
changes in the results of the energy
transition scenarios set out below,
theassessment included consideration
of existing and emerging regulatory
requirements.
This work confirmed that there had been
limited changes in theresults of the
energy transition scenarios.
− The Rapid Decarbonisation scenario is
compatible with the goals of the Paris
Agreement, and requires steep global
annual emissions reductions, sustained
for decades, to stay within a 1.5°C to
2°C temperature increase. This
scenario is characterised by a rapid
decline in fossil fuel use, albeit with
gas playing a role as a transition fuel,
and an exponential growth of
renewable energy production,
developments in carbon capture and
land use changes.
− The Gradual Transition scenario tracks
to a moderate overshoot of the Paris
Agreement 2°C temperature increase
by 2100. In this scenario, CO
2
emissions peak in 2030 and then
gradually decline through a gradual
shift away from fossil fuel use and
robust growth in solar, wind and other
renewable energy sources, alongside
some developments in carbon
capture.
− The Current Trajectory scenario tracks
towards a significant overshoot of the
goals of the Paris Agreement, with a
temperature increase of more than
3°C. Annual CO
2
emissions are higher
than in the Gradual Transition out to
2050, having a significant impact on
cumulative emissions and therefore
global warming. In this scenario,
build-out of renewable energy
infrastructure continues at pace,
though investment is lower than
intheGradual Transition.
RISKS
Stakeholder environmental
expectations
Timeframe:
Short term (0 to 5 years)
Recognising the importance of
mitigating climate change, our investors,
clients and employees (and in particular
our future ‘Gen Z’ employees) are
increasingly aware of the environmental
credentials of their investee companies,
suppliers and employer respectively.
Asa result, some investors may expect
companies to proactively align
operations with external environmental
frameworks through emission cuts and/
or offsetting. Whilst we expect this to
continue in the short term, we are
monitoring investor expectations due to
the changing geo-political environment.
Notwithstanding this, stakeholder
environmental expectations will continue
to develop and grow in the medium and
long term as more transparency is
required across the value chain.
Mitigation:
We are committed to proactively
engaging with our investors and clients
to understand their environmental
expectations. We will collaborate with
our key stakeholders to help them
achieve the shared objective of reducing
their impact on the environment. Our
purpose statement and our Green
Transition offering demonstrate to our
stakeholders our commitment to be part
of the solution through leading and
facilitating positive change in the
shipping industry.
Furthermore, we understand that
transparency surrounding our position
inthe climate crisis is crucial. We are
continuing to evolve our ESG
governance and reporting to recognise
market developments, building on our
annual disclosures on GHG emissions
and the recommendations of the TCFD.
As a business we are committed to
supporting our stakeholders by
providing the information necessary to
contribute to the level of transparency
required.
Site damage and disruption from
extreme weather
Timeframe:
Long term (10+ years)
Extreme and unpredictable weather
events (eg flooding and cyclones) are
likely to increase in the future as a result
of climate change. Damage to or closure
of sites and impacts on affected
employees could result in increased
costs and disruption to operations. This
risk is most likely to materialise in the
long term under the Gradual Transition
and Current Trajectory scenarios.
Mitigation:
Whilst Clarksons has a global footprint,
the Group operates from leased offices
and has limited exposure to physical
climate risks. Each site is responsible for
managing its health and safety practices
in alignment with the Group Health and
Safety Framework, whilst adhering to
local regulations and laws. Our systems
and employees are well-equipped for
remote working; our supply chain and
operations have previously shown
resilience during periods of large-scale
disruption, for example the COVID-19
pandemic. Natural disasters are included
in the Group Business Continuity Plan.
OPPORTUNITIES
Offshore wind energy
Timeframe:
Short (0 to 5 years) and medium term
(5 to 10 years)
To meet both global and national
climate targets, including the
procurement of clean energy,
renewables are expected to become
anincreasingly vital part of the energy
mix. Due to higher and more consistent
wind speeds, offshore wind farms can
create more electricity than their
onshore counterparts, whilst minimising
noise and visual pollution and land use
competition. Offshore wind energy
therefore has the potential to
significantly contribute to the
decarbonisation of the energy mix.
Asimportant players in the financing,
brokering and provision of research
andport services for specialist vessels,
this growing offshore wind energy
market presents us with a significant
opportunity. Whilst there has been
reduced political support in some
geographies, renewable energy sources
are continuing to increase and we
expect this to grow further in the
medium term, within the next 10 years.
There is significant growth in offshore
wind energy capacity and associated
farms and turbines in both the Rapid
Decarbonisation and Gradual Transition
scenarios, with greater growth in the
Rapid Decarbonisation case. However,
the world continues to heavily rely on
non-renewable energy sources, even
though renewable sources have seen an
uptick in recent years. The infrastructure
for facilities such as offshore wind is still
being developed and is unlikely to
overtake consumption of fossil fuels
inthe short term (less than five years).
Harnessing this opportunity:
We need to be the way-finder for the
industry, best able to provide research,
advice, strategic guidance, and broking
and financial execution services to
support the development of offshore
wind energy projects. Our Renewables
team was established over 20 years ago
for this very purpose and has enabled
usto hold a market leadership position
in offshore wind energy intelligence.
Wewill continue to adapt our policies,
strategy and targets to maintain this
position, and we will grow and pivot
capacity towards offshore renewables
brokerage, port services, banking
andresearch.
Trends in offshore wind energy
forecasting do not show a uniform
distribution around the world; certain
areas are likely to grow more strongly,
inpart due to their geographical
configuration. As such, identifying these
at an early stage is crucial for us to
consequently build our capacity in the
relevant geographical areas. Offshore
wind energy is a nascent industry for
many areas of the world. Our Broking
and Advisory teams are equipped to
support these areas in procuring
shipping vessels and infrastructure from
more established markets, whilst
concurrently supporting them in
building a strong supply chain locally
forfuture projects.
Moreover, and increasingly after 2030,
ashare of global annual investment will
be required to replace existing or retired
capacities with more advanced
technologies. Our Renewables team will
play a crucial role in developing the
intelligence required to best support
clients in the replacement and
retirement of offshore wind energy
capacities.
As we evidence our expertise in
theseareas, we can gain a competitive
advantage over those who do not align
to a low-carbon future, ensuring we do
not lose market share to new entrants to
the market. Through the actions outlined
above, we believe that we are in a strong
position to capture a significant share of
this growing market.
Newbuilding fleet renewal
Timeframe:
Short (0 to 5 years), medium (5 to 10
years) and long term (10+ years)
Despite the present dominance of
oil-powered ships, international
commerce and climate change pacts
and policies are starting to impact on
the current world fleet and newbuilding
order book. Lowering the carbon
emissions associated with the shipping
industry will require new ships to be
built, compatible with clean fuels. As the
green transition evolves, older assets will
need replacing and chartering strategies
will evolve. Further, port and
infrastructure investment will be
required to accommodate renewed fleet
standards, and limited shipyard capacity
continues to influence newbuilding pace.
We expect this opportunity to
materialise in the medium and long
term; however we are already seeing a
growing demand for these specialised
services and expertise.
Similar to the offshore wind energy
opportunity, whilst the newbuilding fleet
renewal opportunity is already providing
opportunities for our business, there is
potential for this opportunity to grow
significantly across all three climate
scenarios. Whilst there have been some
delays to key regulatory developments,
regional regulations and other market
factors will continue to drive fleet
renewal. As policies and regulations
ininternational maritime are still being
developed, technology is still evolving,
and the vast majority of the existing
fleet is powered by conventional fuel,
itis unlikely that in the next five years
(ashort-term horizon) demand for
oil-powered ships will become obsolete.
Harnessing this opportunity:
To support this growing area of the
business, we have invested in our
market-leading teams which provide
research, ship renewal expertise,
advisory services and the execution
andfinancing of alternate-fuelled
newbuilding of vessels. We are focusing
efforts on building expertise within
newbuilding, sale and purchase, and
ourchartering brokerage. We remain
amajor tonnage provider to the key
global shipbuilding players. As
intermediaries, we are well informed
onboth demand- and supply-driven
expectations, concerns and strategies.
Our aim is to assist and support both
shipowners and commodity interests
towards the transition to a low-carbon
economy. As the industry is becoming
more complex, our unique level of
understanding of the market and
regulatory landscape is ever-more
important to help clients navigate this
fast-changing environment. We remain
well placed to capitalise on this next
phase of shipbuilding fleet renewal.
We are committed to closely monitoring
the development of the latest trends,
regulations and technologies which
willaffect the need for fleet renewal.
Environmental regulations are not rolled
out uniformly around the world. We will
leverage our position as a global
company to use our experience in areas
where environmental regulations are
most stringent to best prepare for
thetransition in other areas. This
opportunity is likely to be most
significant in the Rapid Decarbonisation
and Gradual Transition scenarios.
DISCLOSURE STATEMENTS CONTINUED
70 71Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationCorporate GovernanceStrategic Report
Strategic Report
The Companies Act 2006 requires
Clarkson PLC to disclose annual UK
energy consumption and Greenhouse
Gas (‘GHG’) emissions from Streamlined
Energy and Carbon Reporting (‘SECR’)
regulated sources. Energy and GHG
emissions have been independently
calculated by Envantage Ltd for the
12-month period ended 31 December
2025.
Reported energy and GHG emissions
data is compliant with SECR
requirements and has been calculated
inaccordance with the GHG Protocol
and SECR guidelines. Energy and GHG
emissions are reported from buildings
and transport where operational control
is held – this includes all relevant Scope 1
and 2 emissions sources. Select Scope 3
emissions sources (business travel,
waste, water, paper) have been
disclosed. The table on the next page
details the SECR-regulated energy and
GHG emission sources from the current
and previous reporting period.
2025 environmental performance
summary
Despite continued growth in operations,
Clarksons’ total GHG emissions have
reduced in 2025. Overall, on a market
basis, our emissions were 8,228.9 tCO
2
e
which is a decrease of 9.5% on 2024.
Ona location basis, emissions were
8,349.7 tCO
2
e.
Scope 1 emissions have reduced largely
as a result of fuel switching in our
Clarksons Port Services business (as
explained to the right) and less natural
gas being consumed at our London
office. The decrease in our Scope 3
emissions was principally attributable to
revised UK government emissions
factors for flights rather than a reduction
in travel activity.
With regard to our carbon emissions
intensity, in 2025, Clarksons averaged
3.7 tCO
2
e per employee, a decrease of
14% on 2024, driven by growth in our
full-time equivalent headcount over
theperiod.
Our energy efficiency initiatives
We are committed to reducing our
environmental impact and contribution
to climate change through continuous
improvement procedures across
theGroup.
During the reporting period, the main
London office, data centre and server
rooms continued a programme to
replace fluorescent lighting with
energy-efficient LED lighting.
Furthermore, Clarksons Port Services
has taken further steps to decarbonise
operations. Electric vans were
introduced at the Great Yarmouth and
Warrington sites, while the Ipswich
Sentinel Terminal transitioned port-side
vehicles and equipment from diesel to
biodiesel HVO, reducing fuel lifecycle
emissions. Great Yarmouth also installed
a Solar PV system. At our Dutch
operations, gas oil-powered trucks have
been replaced with electric alternatives,
and several company vehicles have been
switched to hybrid and electric models.
These operational changes are
complemented by ongoing initiatives
across our global offices to reduce
waste and resource consumption,
including paper and food waste
recycling and reduced printing.
Outlook
We are committed to monitoring and
minimising our carbon footprint in the
nearer term and achieving net zero
by2050 in line with current UK
government targets.
Methodology
We are reporting our GHG emissions
and associated energy use as required
by the Companies (Directors’ Report)
and Limited Liability Partnerships
(Energy and Carbon Report)
Regulations 2018 (the ‘2018
Regulations’) for our global operations.
We have reported the emission sources
over which we have operational control
for our global estate for the reporting
period 1 January 2025 to 31 December
2025. A sample period ofNovember
2024 to October 2025 was used to allow
time to gather data and meet the
internal deadline for this Annual Report.
Our GHG emissions were calculated in
accordance with the requirements of the
World Resources Institute ‘GHG Protocol
Corporate Standard’ and Defra’s
‘Environmental Reporting Guidelines:
Including streamlined energy and
carbon reporting guidance’ (March
2019). We have applied the appropriate
GHG conversion factors from the UK
Department for Energy Security and Net
Zero, the International Energy Agency,
as well as the EXIOBASE
environmentally extended input-output
database for expenditure conversions.
We have included in scope all the
properties where we are directly
responsible for the consumption of
energy, including our tenanted offices.
Our carbon footprint for the 2025
reporting year was calculated from
activity data for Scope 1 emission
sources and electricity consumption
inScope 2.
This disclosure builds on the minimum
requirements for compliance with the
2018 Regulations to include additional
material Scope 3 emissions from
business travel and office operations
(waste, water, paper). Our emissions
arepresented on both a location and
market basis. Location-based reporting
applies a country-specific factor to
electricity consumption whilst market-
based reporting takes account of the
specific electricity tariff/supplier used.
Whilst we have endeavoured to obtain
accurate and complete data wherever
possible, where there were data gaps,
we have used reasonable estimations
such as annualisation of actual data,
useof expenditure data as a proxy and
typical office consumption benchmarks.
2025 environmental
performance
DISCLOSURE STATEMENTS CONTINUED
Clarksons’ GHG emissions (tCO
2
e) and associated energy consumption (MWh) for 2025
UK 2024
(tCO
2
e)
Global
(excluding
UK) 2024
(tCO
2
e)
UK 2025
(tCO
2
e)
Global
(excluding
UK) 2025
(tCO
2
e)
% change in
total
emissions
(vs 2024)
Scope 1 452.7 227.2 201.1 157.1 -47.3%
Natural gas 136.7 112.9 103.4 47.6 -39.5%
Other fuels 119.6 17.4 2.0 5.8 -94.3%
Transport 105.0 96.9 49.2 103.6 -24.3%
Refrigerants 91.4 – 46.5 – -49.1%
Scope 2 location-based electricity 655.4 577.1 655.9 777.1 16.3%
Scope 2 market-based electricity 647.1 577.1 623.5 688.7 7.2%
Scope 2 purchased heating and cooling – 75.5 – 71.5 -5.3%
Scope 3
1
3,959.1 3,157.0 3,080.9 3,406.1 -8.8%
Total Scope 1 + 2 + 3 (location-based) 5,067.3 4,036.8 3,937.9 4,411.8 -8.3%
Total Scope 1 + 2 + 3 (market-based) 5,058.9 4,036.8 3,905.5 4,323.4 -9.5%
Total energy usage (MWh) 4,904 3,478 5,202 3,501 3.8%
Total global (including UK) emissions/FTE 4.2 3.7
1 Scope 3 emissions from business travel and office operations (waste, water, paper).
Diversity
In accordance with the Listing Rules,
wereport on the gender identity and
ethnicity ofour Board and
executivemanagement.
The data below was collected from
Directors on a voluntary basis. The data
of executive management was captured
via the Company’s internal HR system
on a voluntary basis, with19different
options being provided under ethnicity.
Gender
Number of
Board
members
Percentage of
the Board
Number of
senior
positions on
the Board
1
Number in
executive
management
2
Percentage of
executive
management
Men 5 63% 3 19 85%
Women 3 37% 1 3 15%
Not specified/
prefer not to say – – – – –
Ethnicity
Number of
Board
members
Percentage of
the Board
Number of
senior
positions on
the Board
1
Number in
executive
management
2
Percentage of
executive
management
White British or
other White
(including
minority-white
groups) 7 88% 4 16 73%
Mixed/Multiple
Ethnic Groups 1 12% – 2 9%
Asian/Asian
British – – – – –
Black/African/
Caribbean/Black
British – – – – –
Other ethnic
group, including
Arab – – – 1 4%
Not specified/
prefer not to say – – – 3 14%
1 Defined as Chair, Senior Independent Director, CEO and CFO & COO.
2 Defined as direct reports of the CEO and the Company Secretary.
72 73
Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationCorporate GovernanceStrategic Report
Strategic Report
Provision 31 of the UK Corporate
Governance Code 2024 requires the
Directors to make a statement in the
Annual Report regarding the viability
oftheGroup.
In carrying out their robust assessment,
the Directors have considered the
resilience of the Group with reference to:
− the risk appetite set by the Board
− the Group’s principal risks and their
impact on its strategic objectives
− the effectiveness of mitigating actions
− the business model
− future projected operational
performance
− projected financial performance,
solvency and liquidity over the
assessment period
− the robustness of the operating model
and longer-term strategy.
The Board conducted this review for the
three-year period to 31 December 2028,
which is appropriate for the following
reasons:
− in Broking, 70% of the forward order
book is due to be invoiced within the
next three years
− cash flow projections can be reasonably
projected for a three-year period
Viability statement
1 Classed as an APM. See pages 205 to 207 for
more information.
− historical average newbuilding process
from inception to delivery is two to
three years
− existing hedging activities extend to
2028
− external investment analysts provide
estimates and forecasts for three
years of market expectations for
revenue and profit before taxation.
The Board has identified the principal
risks that could impact the Group. See
pages 63 to 67 for more information on
these risks, together with mitigating
factors and controls. The Board does
not consider that any single event
detailed on the next page would give
rise to a viability event for the Group.
Failure to monitor and take the
appropriate mitigating actions could
result in a combination of smaller events
or circumstances accumulating to create
conditions in which the longer-term
viability is brought into question. The
compounding of events will only occur
ifno action is taken to mitigate each of
the smaller events which arise; therefore
the probability of such a compound
viability event is considered to be low.
The Group has considerable financial
resources available to it, a strong
balance sheet and has consistently
generated an underlying profit. As a
result of this, the Directors believe the
Group is well placed to manage its
business risks successfully.
Management has stress tested a range
of scenarios which incorporates the
Board-approved budget and monthly
cash flows to 31 December 2028,
modelling different assumptions with
respect to the Group’s cash resources.
Three different scenarios were
considered:
− Management modelled the impact of
a reduction in profitability to £30m
(alevel of profit the Group has
exceeded in every year since 2013),
whilst taking no mitigating actions
− Management assessed the impact
ofasignificant reduction in world
seaborne trade similar to that
experienced in the global financial
crisis in 2008, the pandemic in 2020
and the Russia-Ukraine conflict in
2022: seaborne trade recovered in
2009, 2021 and 2023. Since 1990,
notwo consecutive years have seen
reductions in world seaborne trade
− Management undertook a reverse
stress test over a period of three years
to determine what it might take for
the Group to encounter financial
difficulties. This test was based on
current levels of overheads, the net
cash and available funds
1
position at
31 December 2025, the collection of
debts and the invoicing and collection
of the forward order book.
Risk Analysis
Macro-economic and
geo-political factors
Our markets are multi-cyclical and volatile. Our industry has not seen a two-year period of
volume decline since 1990. The Group is consistently profitable, assisted by the forward
order book. Sustained declines in world trade rarely occur overnight, so the business will be
able to respond with appropriate measures, as occurred during the pandemic in 2020 and the
Russia-Ukraine conflict in 2022.
Changes in the broking
industry
Broking contributes a considerable proportion to the Group’s results. We closely monitor
technological changes which will impact the industry and are developing our own
applications based on our views of clients’ evolving broking requirements.
Adverse movements
inforeign exchanges
The majority of the Group’s revenue is in US dollars. Over the last three years, the USD/GBP
rate has reached lows of 1.19 and highs of 1.37. The Group has hedges in place for 2026,
2027 and 2028, reducing the effect of any significant changes in the exchange rate.
Financial loss arising from
failure of a client to meet
itsobligations
The Group benefits from having thousands of clients spread around the world in a wide range
of sectors. Other than short-term transaction settlement accounts within the Financial
division, which typically settle 2 days from the trade date, the largest client balance accounts
for 2.5% of the total outstanding trade receivables balance at 31December 2025.
Cyber risk and data security We utilise state-of-the-art internal processes and training to prevent any cyber attack
breaching our defences. A successful attack could occur without warning and could affect
the Group’s ability to conduct business for a period of time. Emails can be quickly rerouted or
run on other unaffected parts of our network. In the event of an attack which causes the loss
of the network, it is possible to reconstruct it using backups. Assuming suitable hardware is
available, key services can be restored within hours and all other services within days. Whilst
this might result in errors, omissions and possible claims, key business decisions can still be
taken using other forms of communication.
Breaches in rules and
regulations
The Group has extensive and adequate tools, policies and procedures to ensure compliance
with rules and regulations. The Group continues to develop and invest in these tools and
policies to improve further the effectiveness of these procedures. It has a highly experienced,
expert Compliance and Legal team.
Loss of key personnel
– normal course of business
No one global divisional team accounted for more than 20% of revenue or 35% of underlying
profit before taxation
1
in 2025. No individual generated more than 5% of new business for the
Group in 2025 or 2024.
Loss of key personnel
– Board members
The loss of one or more Non-Executive Director will not have a direct impact on the trading
performance or financial position of the Group.
DISCLOSURE STATEMENTS CONTINUED
The Strategic Report on pages 2 to 75 was approved by the Board and signed on its behalf by:
Jeff Woyda
Chief Financial Officer & Chief Operating Officer
6 March 2026
Going concern
Management has stress tested a range
of scenarios which are disclosed in more
detail on page 147. Following this
exercise, management is satisfied that
there are no material uncertainties
related to events or conditions that cast
doubt on the Group’s ability to continue
as a going concern.
Accordingly, the Directors have a
reasonable expectation that the Group
has sufficient resources to continue in
operation for at least the next 12 months.
For this reason, they continue to adopt
the going concern basis in preparing the
financial statements.
The Group’s business activities, strategic
objectives, business performance and
financial position, together with the
factors likely to affect its future
development, are set out in the Strategic
Report on pages 2 to 75.
The Group has considerable financial
resources available to it, a strong
balance sheet and has consistently
generated an underlying profit and good
cash inflows.
As a result of this, the Directors believe
that the Group is well placed to manage
its business risks successfully.
Under the first two scenarios, the Group
is able to generate profits and cash, and
has positive net cash and available
funds
1
. In the third scenario, expected
levels of new business and/or mitigating
actions by management make it
implausible that such an event
couldoccur.
Given the net cash and available funds
1
of the Group and the forward order
book for all future years, the probability
of a compound series of events
collectively resulting in the Group
becoming unviable is low.
Based on their assessment of the
prospects and viability of the Group and
the outcome of the sensitivity analyses,
the Directors confirm that they have a
reasonable expectation that the Group
will be able to continue in operation and
meet its liabilities as they fall due over
the three-year period ending
31 December 2028. In doing so, it is
recognised that such future assessments
are subject to a level of uncertainty that
increases with time and, therefore, future
outcomes cannot be guaranteed or
predicted with certainty.
The Group’s viability and going concern
status is reviewed regularly by the Audit
and Risk Committee. The viability
assessment is reviewed annually by
theBoard.
Viability analysis
The analysis below seeks to identify
viability events which are considered
material and which, if they arose and
were not promptly mitigated, could be
sufficiently material as to bring into
question the viability of the Group.
74 75Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationCorporate GovernanceStrategic Report
1
2
3
Corporate Governance
CHAIR’S INTRODUCTION
On behalf of the Board, I am pleased
topresent the Corporate Governance
Report for 2025. The report provides an
overview of our governance framework,
as well as a summary of how the Board
and its Committees have discharged
their responsibilities and areas of focus
during the year.
2025 was a year of geo-political
challenges and economic headwinds,
but despite these complexities the
Board remained focused on the delivery
of our strategy, which is underpinned by
strong governance and internal controls.
We held our annual Board strategy
offsite session in October 2025 to
consider and build on our strategic
priorities. These were reviewed against
both the current challenges faced in the
sector and the opportunities introduced
through presentations from and
discussions with members of the senior
management team. During the year,
wealso held deep dive sessions on key
strategic and operational topics to
deepen our understanding of
theseareas.
Stakeholder engagement
We value the insights that we gain from
engagement with our stakeholders and
engage directly with our employees and
our shareholders, engagement with our
clients being primarily through our
Executive Directors and their teams.
We have an appointed Employee
Engagement Director (Heike Truol)
whobriefs us on the highlights and
themes from her engagement with our
employees, but all of the Board is keen
to hear from employees directly.
Weview this as an opportunity for
ustoassess how our culture has been
embedded, and to deepen
ourunderstanding of what matters
toour employees and the day-to-day
challenges they are facing. This year
wewere delighted to visit our office
inShanghai, which employs over 100
people across our Broking and Research
divisions. The visit included both formal
presentations and informal networking
events, and allowed us to meet a diverse
cross-section of our employees.
We are also keen to engage regularly
with our shareholders, and through
the15 meetings I held with different
investors over 2025 I found it extremely
valuable to discuss their views and
perspectives on a range of topics
The Board has remained
focused on the delivery
ofour strategy, which is
underpinned by strong
governance and internal
controls.
Laurence Hollingworth
Chair
including strategy, market outlook,
governance, the CFO & COO’s
retirement, succession planning
andsustainability. The Chair of our
Remuneration Committee, Dr Tim Miller,
and I lead on engaging with our
shareholders regarding remuneration
toensure our message on the strategic
link between our performance and
remuneration is understood. We will
continue our engagement in 2026 ahead
of our Directors’ Remuneration Policy
being submitted to the 2026 AGM
forrenewal.
Board performance review
In line with best practice, an external
Board performance review was
facilitated this year by Manchester
Square Partners. I am pleased to report
that the review was positive and the
Board and its Committees, as well as the
Chair and the Non-Executive Directors,
were considered to be working
effectively. The review underlined the
extremely positive boardroom dynamics
to which all Directors contribute. It also
highlighted that the Board’s experience
from our interactions with employees is
that the strong values and culture we
strive for in the boardroom are equally
reflected in the wider Group. You can
read more about the process and the
conclusions on pages 96 and 97.
Board changes
As announced in September 2025,
JeffWoyda will retire asCFO & COO
later in 2026. The Nomination
Committee is overseeing a formal
process for a successor, and Jeff will
support the Board in ensuring an orderly
transition during his 12-month notice
period. Further details about the process
will beset out in the Nomination
Committee Report in 2026.
Looking forward
As a Board we will remain focused on
ensuring that our corporate governance
framework continues to provide a strong
foundation to deliver on our purpose
and our strategy, generating positive
outcomes for all stakeholders.
Thank you to all our stakeholders for
your continued support this year.
Laurence Hollingworth
Chair
6 March 2025
Corporate Governance
CORPORATE GOVERNANCE REPORT
Governance at a glance
BOARD INDEPENDENCE
1. Non-Executive Chair 1
2. Independent 5
3. Executive 2
NON-EXECUTIVE DIRECTOR TENURE
AS AT 31 DECEMBER 2025
Laurence
Hollingworth
5 years 5 months
Martine Bond
4 years 9 months
Constantin Cotzias
1 year 5 months
Sue Harris
5 years 3 months
Dr Tim Miller
7 years 7 months
Heike Truol
5 years 11 months
BOARD
— Continued
investment in and
delivery against our
strategy
— Maintenance of our
progressive dividend
policy
— Continued focus on
gaining insights
from our
engagement with
stakeholders
NOMINATION
COMMITTEE
— Succession planning
for the CFO and
COO roles and the
wider senior
management
— Oversight of our
triennial external
Board evaluation
— Continued focus on
fostering a diverse
and inclusive
workplace for all
AUDIT AND RISK
COMMITTEE
— Maintenance of our
focus on the quality
and integrity of our
financial reporting
processes
— Identification of
material controls in
preparation for the
implementation of
provision 29 of the
Code
— Continued
enhancement of our
internal control
environment
REMUNERATION
COMMITTEE
— Implementation of
existing pay policies,
aligning
performance and
reward
— Planning for the
renewal of the
Directors’
Remuneration Policy
— Engagement with
shareholders
regarding
remuneration
outcomes
ENGAGEMENT ACTIVITY
78
Results roadshow meetings
with the CEO and CFO & COO
15
Shareholders engaged with
by the Chair and/or the
Remuneration
CommitteeChair
54
%
Of employees participating
in share plans/holding shares
33
%
Of eligible employees took up
an invitation to join ShareSave
(or the local equivalent)
in2025
Laurence Hollingworth
Chair
OUR FOCUS IN 2025
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Corporate Governance
BOARD ACTIVITY/ATTENDANCE
We are accountable to
shareholders for the creation of
sustainable value, and to other
stakeholders for our wider impact.
Laurence Hollingworth
Chair
Board meeting attendance
Meetings
Laurence Hollingworth (Chair) 7/7
Andi Case 7/7
Jeff Woyda
1
6/7
Martine Bond 7/7
Constantin Cotzias 7/7
Sue Harris 7/7
Dr Tim Miller 7/7
Heike Truol 7/7
1 Mr Woyda was unable to attend one meeting due to a personal commitment.
TheChair ensured that there was an opportunity for Mr Woyda to provide comments
on the business of the meeting in advance.
HOW THE BOARD SPENT ITS TIME
1
2
3
4
6
5
1. Business performance
and operations 17%
2. Financial matters 12%
3. Governance 13%
4. Risk management 11%
5. Stakeholder engagement 21%
6. Strategy 26%
1. Business performance
andoperations
Regular updates from the CEO
and CFO & COO, as well as
operational items such as the
annual budget and insurance
arrangements.
2. Financial matters
All matters relating to the release
of interim and annual results and
trading statements, including the
Annual Report and dividend
recommendations.
3. Governance
Various governance matters,
including Director appointments
and reappointments, review of
Director conflicts, the annual
review of Board and Committee
effectiveness and approval of our
Notice of Meeting.
4. Risk management
Regular updates on risks and
controls.
5. Stakeholder engagement*
Updates on engagement with our
stakeholders, including employee
engagement updates from our
Employee Engagement Director;
shareholder engagement
regarding areas such as
remuneration, succession
planning and diversity; and
charitable activities.
6. Strategy
Regular updates on strategic
matters.
* Agenda items where the topic was
specifically a stakeholder matter.
Stakeholders are taken into account
in all agenda items, but it is difficult
to quantify these considerations and
they are not therefore included in this
category.
CORPORATE GOVERNANCE REPORT CONTINUED
CODE COMPLIANCE
Statement of compliance with the UK
Corporate Governance Code 2024
(the‘Code’)
The new Code was published in January
2024 with the majority of its provisions
applicable to the Company from
1 January 2025. Provision 29 was not
applicable to the Company during 2025
but is applicable from 1 January 2026.
The Company complied with the
principles and provisions of the Code
during the year ended 31 December
2025 with the exception of the provision
noted below where we have provided an
explanation. The Code is available at
www.frc.org.uk.
Provision 38 (alignment of pension
contribution rates for executive
directors with those available to the
workforce)
The Executive Directors receive a cash
supplement in lieu of pension. Whilst not
aligned with the contribution rates for
the wider workforce for contractual
reasons, the Company has undertaken
to align this with that available to the
majority of the wider workforce in the
UK (or any other country in which the
executive is based) when any new
Executive Director is recruited.
BOARD LEADERSHIP AND COMPANY PURPOSE
A. Effective Board 83
B. Purpose, values, strategy and culture 83 and 85
C. Board decisions and outcomes 89
D. Stakeholder engagement 86
E. Workforce policies and practices 85
DIVISION OF RESPONSIBILITIES
F. Role of chair 84
G. Independence 94
H. Non-Executive Director role and time commitment 84 and 94
I. Board policies, processes and resources 84
COMPOSITION, SUCCESSION AND EVALUATION
J. Appointments to the Board 93
K. Board skills, experience and knowledge 81 to 83
L. Annual Board evaluation 96 and 97
AUDIT, RISK AND INTERNAL CONTROL
M. Financial reporting, internal and external audit 99 to 102
N. Fair, balanced and understandable review 100 and 101
O. Risk management and internal control framework 104 and 105
REMUNERATION
P. Linking remuneration with purpose and strategy 109
Q. Remuneration policy 122 to 129
R. Remuneration outcomes 111 to 121
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5
4
1
3
2
3
2
1
Listed
company
experience
Strategy
People
and reward
Shipping/sector
experience
Technology
and IT
Global
business
3
Risk
management
Investment
banking
Financial
acumen
Corporate Governance
Laurence Hollingworth
Chair
Appointed: July 2020
(and as Chair in March 2022)
Key areas of expertise:
Capital markets, investorrelations, strategy
Skills and expertise:
Previously a senior leader in investment banking,
Laurence brings significant capital markets
experience to Clarksons which positions him
wellto guide the development of the financial
business and wider strategy. Laurence has a
strong understanding of broking and the
relationship-led environment in which Clarksons
operates, having been responsible for client
relationship management with some of
JPMorgan’s most high-profile clients.
Thisexperience gave him broad exposure to
different leadership styles and board dynamics,
developing the skillset necessary to provide
oversight and constructive challenge in the
boardroom.
Career experience:
Laurence’s 37-year career in stockbroking with
Cazenove and latterly JP Morgan saw him hold
several senior leadership roles including Head of
UK Investment Banking, Head of EMEA Industry
Coverage and finally Vice Chairman for Equity
Capital Markets EMEA.
Principal external appointments:
− Non-Executive Chairman and Chair of the
Nomination Committee, Molten Ventures plc
− Non-Executive Director, Atom Bank plc
− Non-Executive Chairman, ABM
Communications Limited
Andi Case
Chief Executive Officer
Appointed: June 2008
Key areas of expertise:
Global business, shipping/sector experience,
strategy
Skills and expertise:
Having worked in shipbroking his entire career,
Andi brings to the Board extensive knowledge
and experience of global integrated shipping
services. He is recognised in the market as an
industry leader. His detailed knowledge of
Clarksons’ operations, combined with his
commitment to drive the strategy, make him
wellplaced to inspire and lead the Group.
Career experience:
Andi joined Clarksons in 2006 as Managing
Director of the Group’s shipbroking services.
Hisshipbroking career began with C W Kellock
&Co and later the Eggar Forrester Group. Prior
to Clarksons, he was with Braemar Seascope for
17years.
Principal external appointments:
− None
Jeff Woyda
Chief Financial Officer &
Chief Operating Officer
Appointed: November 2006
Key areas of expertise:
Finance, strategy, technology
Skills and expertise:
Jeff brings broad-based experience across
anumber of disciplines to the role of Chief
Financial Officer and Chief Operating Officer.
Inaddition to his strong background in finance,
Jeff has an impressive track record in managing
and delivering across broking, corporate finance,
IT implementation and software development,
HR and regulatory compliance. His career has
spanned both publicly listed and private
companies, as well as regulated industries.
Heisalso the Board Member responsible for
ESGmatters and is the Chairman of Maritech,
theSaaS provider of the Sea platform.
Career experience:
Before joining Clarksons, Jeff spent 13 years at
the Gerrard Group PLC, where he was a member
of the executive committee and Chief Operating
Officer of GNI. Jeff began his career with KPMG
and is a Fellow of the Institute of Chartered
Accountants. He was previously Senior
Independent Director and Chair of both the
Remuneration and Audit Committees of Lok’n
Store Group plc.
On 16 September 2025, the Company announced
that Jeff will retire from his role as CFO & COO.
Jeff will remain as a Director of the Company and
as CFO & COO during his 12-month notice period,
and will support the Board in ensuring an orderly
transition.
Principal external appointments:
− Chair, The Clarkson Foundation
− Non-Executive Chair and Director, International
Transport Intermediaries Club Limited
Our Board
Effective leadership to support
the development and execution
of our strategy.
CORPORATE GOVERNANCE REPORT CONTINUED
BOARD SKILLS, KNOWLEDGE AND EXPERIENCE
Number of Non-Executive Directors (including the Chair)
who are highly experienced in that area
as at 31 December 2025
Committee membership
Audit and Risk Committee
Nomination Committee
Remuneration Committee
Chair
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Corporate Governance
Dr Tim Miller
Independent Non-Executive Director
Appointed: May 2018
Key areas of expertise:
Global business, people and reward,
listedcompany experience
Skills and expertise:
Tim has over 30 years’ experience working in
large-scale people businesses with significant
international operations. As well as his extensive
experience of HR and remuneration matters,
Tim’s executive roles also gave him exposure
across a broad remit including compliance, audit,
assurance, financial crime, property and legal.
Tim is an experienced non-executive director
andremuneration committee chair in listed
companies. His role at Clarksons includes
theroleof Chair of the Trustees of the staff
pensionschemes.
Career experience:
The majority of Tim’s executive career was
withinregulated industries, including roles at
Glaxo Wellcome and Standard Chartered, with
global responsibility for a wide variety of
business services. He was previously a Non-
Executive Director and Chair of the
Remuneration Committee at Michael Page
Groupplc, Scapa Group plc, and Equiniti Group
plc, anda Non-Executive Director at Equiniti
Financial Services Limited and Otis Gold Corp.
Principal external appointments:
− None
Heike Truol
Independent Non-Executive Director
Appointed: January 2020
Key areas of expertise:
Global business, shipping/sector experience,
strategy
Skills and expertise:
With a 20-year track record of both advising
large global organisations from the outside
asamanagement consultant as well as driving
performance from within, Heike brings significant
experience of strategy development and delivery
and client perspectives.
Heike serves as Clarksons’ Employee
Engagement Director.
Career experience:
Heike has been the Chief Strategy Officer for
ALS Global, a global leader in providing testing
solutions to clients in a wide range of industries,
since November 2023. She was previously the
Chief Commercial Officer for MineHub
Technologies. Prior to that, she gained 11 years’
experience at Anglo American where she was
Executive Head, Commercial Services. On joining
as Group Head of Strategy she helped evolve the
strategy function working closely with the CEO
and executive committee. Heike later helped
establish the Marketing business and had P&L
responsibility for Anglo American’s global
shipping activity. Prior to Anglo American,
Heikewas a management consultant and held
roles atMarakon Associates and Deloitte.
Principal external appointments:
− Chief Strategy Officer, ALS Global
AN EFFECTIVE BOARD
The Board is accountable to
shareholders for the creation of
sustainable value, and to other
stakeholders for our wider impact.
A Board strategy session is held annually
at which the Executive Directors and
members of the senior management
team present their views of the market
and forward view of the opportunities
and challenges. In developing the
strategy, the Board takes account of not
only our obligations to shareholders,
butalso the considerable impact that
the Group has on other stakeholders
including our people, clients, the wider
shipping community and the
communities in which we operate.
TheBoard monitors the implementation
of the strategy through regular updates
at Board meetings from senior
managers on key initiatives as they
progress. This also enables us to
regularly review whether the strategy
remains appropriate. The need to deliver
the strategy within the Group’s risk
appetite, and ensuring that the Group
has the appropriate resources, skills and
competencies to achieve the strategy
responsibly, are also key areas of focus.
The effectiveness of the Board is
reviewed at least annually. You can
readmore about this year’s Board
andCommittee effectiveness review
onpages96 and 97.
CORPORATE GOVERNANCE REPORT CONTINUED
Sue Harris
Senior Independent Director
Appointed: October 2020 (and as Senior
Independent Director in September 2022)
Key areas of expertise:
Finance, listed company experience, risk
management
Skills and expertise:
Sue brings significant financial, risk management
and corporate development experience to her
role at Clarksons, gained across listed companies
in financial services and retail. She has extensive
leadership and boardroom experience, having
held a number of senior executive roles. Sue is
aqualified chartered management accountant
andexperienced audit committee chair.
Career experience:
In addition to Sue’s current non-executive roles,
she also previously chaired theAudit and
Assurance Council at the FRC andwas a member
of the Codes and Standards Committee. Prior to
this, she held a number ofsenior executive
positions in finance and corporate development
at FTSE 100 businesses, including as Divisional
Finance Director and Group Audit Director for
Lloyds Banking Group and was a non-executive
director of The Co-Operative Bank p.l.c., Wates
plc and Abcam plc.
Principal external appointments:
− Non-Executive Director, Chair of the
AuditCommittee and Senior Independent
Director, FNZ (UK) Limited
− Non-Executive Director, Schroder & Co.
Limited, and Chair of the Audit and Risk
Committee of Schroders plc’s Wealth
Management Division
Martine Bond
Independent Non-Executive Director
Appointed: March 2021
Key areas of expertise:
Global business, strategy, technology
Skills and expertise:
Martine brings a wealth of knowledge in
electronic trading, risk management and
technology solutions. This experience, together
with her track record of innovation, business
growth and client acquisition, make her ideally
placed to contribute to Clarksons’ strategy to
grow its technology business.
Career experience:
Martine has over 25 years’ experience in the
financial services industry at State Street,
MorganStanley, JP Morgan and Goldman Sachs.
She was previously the Executive Vice President,
Head of State Street Global Markets for Europe,
Middle East and Africa (EMEA) as well as running
the electronic trading solutions within State
Street. Martine has significant board experience
across legal entities in Europe, North America
and Asia. She studied business management
atQueensland University of Technology in
Brisbane, Australia.
Principal external appointments:
− Director, CF Global Trading (UK) Limited
Constantin Cotzias
Independent Non-Executive Director
Appointed: August 2024
Key areas of expertise:
Global business, strategy, technology
Skills and expertise:
Constantin brings a strong understanding of data
and technology, as well as experience in growing
data-focused businesses globally. He played a
critical role in shaping the strategic development
of Bloomberg Law. Constantin also has extensive
financial markets experience gained across both
legal and commercial roles.
Career experience:
Constantin has spent over 20 years with
Bloomberg, holding a number of different roles
including CEO of Bloomberg’s legal and
regulatory news and research division, Chief
Counsel and, currently, the Global Head of
External Affairs. Constantin sits on the Mayor
ofLondon’s Business Advisory Board, and
previously sat on Prime Minister May’s Business
Advisory Council. Prior to Bloomberg, Constantin
was a senior mergers and acquisitions lawyer
atDenton Wilde Sapte LLP (presently Dentons).
Constantin is a solicitor of the Supreme Court
ofEngland and Wales.
Principal external appointments:
− European Director, Bloomberg LP
− Global Head of External Affairs, Bloomberg
− Chair, Bloomberg Tradebook
− Director, Bloomberg Multilateral Trading
Facility
− Board Member, The Mayor of London’s
Business Advisory Board
Committee membership
Audit and Risk Committee
Nomination Committee
Remuneration Committee
Chair
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SHAREHOLDERS AND OTHER STAKEHOLDERS
Corporate Governance
PURPOSE, VALUES,
BEHAVIOURS AND CULTURE
Our purpose communicates our
strategic direction to our people, clients
and wider stakeholders, and underpins
everything that we do. Our values
articulate the qualities that we embody
and, to ensure the continued growth of
a sustainable business, our values must
remain at the core of the way we
behave. Our behaviours set out clearly
what is expected of all of our people to
thrive and perform in our culture and act
in line with our values. This is the
foundation of our culture.
The key elements of our culture
Element Overview Board and Committee oversight
Leading by
example
The Board sets the tone from the top. The Directors, Executive Team and senior
management lead by example through all actions,
reinforced through leadership forums such as our
Global MDs Week and Executive Team meetings.
Performance
metrics
The Board reviews a broad range of performance
metrics that support our culture, eg global turnover
by business sector and location, annual promotions
to management positions, employee engagement
outcomes, key remuneration frameworks and
employee equity participation.
The performance metrics support the Board in
itsrolein monitoring and assessing our culture.
Employee
voice
We promote an open and honest environment
inwhich our people are encouraged to share their
views through various communication forums,
including the Employee Voice Forum, chaired by
ourEmployee Engagement Director.
There are independent whistleblowing processes
inplace which allow reporting of wrongdoing on
ananonymous basis.
Themes and discussion points from communication
forums are reported to the Executive Team and Board,
providing key insights. The Board also has direct
access to our people through a number of direct lines
of engagement and broad employee social events.
Whistleblowing reports are investigated appropriately
and reported to the Board.
Policies, pay,
diversity and
inclusion
We pay for performance and seek to ensure that
thefinancial and non-financial rewards we give our
employees are competitive and support attraction
tothe Company, engagement and retention.
Our people are the driving force of our Company,
and we are committed to a diverse and inclusive
workplace where we prioritise their health, wellbeing
and development.
The Remuneration Committee oversees remuneration
policy across the Group and reviews annually the
remuneration trends across the Group.
The Nomination Committee regularly reviews our
Group Diversity and Inclusion Policy and receives
updates on relevant initiatives to promote a diverse
and inclusive workplace. The Remuneration Committee
also reviews annually our Gender Pay GapReport.
Risk
management
Our internal controls and risk management systems
are integral to the delivery of our strategy in a safe
and sustainable way. They translate into our day-to-
day risk culture.
The Audit and Risk Committee oversees our internal
controls and risk management systems, including risk
appetite, as well as reviewing internal audit reports.
The way we
do business
Our Compliance Code is reissued to employees
annually – it sets out the policies and standards
weexpect them to uphold to meet our objective
ofconducting our business in an ethical, honest
andprofessional manner wherever we operate.
Employees are also required to complete annual
online training modules on a range of areas
coveredby the Compliance Code.
Key policies are reserved for the Board’s approval.
The Audit and Risk Committee receives updates
oncompliance with policies and completion of
onlinetraining.
Health,
safety and
wellbeing
Our priority is to provide a safe and secure
workplace for all, and we have policies and
procedures in place to support this.
Whilst we view the majority of our activities as low
risk, the Board monitors the health and safety culture
through regular reporting.
Our values represent our current and
future aspirations for the business: to
ensure we remain dedicated to
excellence and retain our place as the
world-leading strategic advisor to our
clients. We believe our behaviours
accurately reflect our expectations of
our people, and provide clarity regarding
the commercial and leadership
requirements to deliver our purpose.
Our people are the driving force of our
Company, and we are committed to a
diverse and inclusive workplace where
we prioritise their health, wellbeing and
development. Our greatest strength is
the spirit of progressive and energetic
teamwork and collaboration that
underpins our success. Our people
processes are designed to retain and
empower our employees to drive the
business forward, keep our clients at the
core of our activities and align our
interests with those of our stakeholders.
The Board has responsibility for setting
and overseeing our culture. We set the
tone from the top and reinforce this
through all of our actions, including
ourdecisions and own conduct.
CORPORATE GOVERNANCE REPORT CONTINUED
See more online
The schedule of Matters Reserved for the Board;
the Terms of Reference of the Board Committees;
and further detail on Board roles are available at
www.clarksons.com/home/investors/corporate-governance
OUR GOVERNANCE FRAMEWORK
Our governance framework facilitates effective management that promotes the long-term success of the Group.
There is a clear and effective division of responsibilities between Board members.
MANAGEMENT
Executive Team
Assists the CEO and CFO & COO in delivering the strategy and running the business.
BOARD COMMITTEES
Nomination Committee
Ensures the Board and its
Committees have the right balance of
skills, knowledge and experience, and
that adequate Board and executive
succession plans are in place. Reviews
the effectiveness of the Board.
Read more
On pages 90 to 97
Audit and Risk Committee
Monitors the integrity of the Group’s
financial reporting and manages the
relationship with the External
Auditor. Oversees the effectiveness
of the risk management and internal
control systems.
Read more
On pages 98 to 105
Remuneration Committee
Sets the Directors’ Remuneration
Policy and the remuneration for the
Chair, Executive Directors and senior
management, whilst having regard
topay across the Group.
Read more
On pages 106 to 129
BOARD
Responsible for setting the Group’s strategy and establishes the Group’s purpose, strategy, values and approach
toESG matters. Provides challenge to management to ensure the delivery of long-term and sustainable value to
ourshareholders and other stakeholders.
Chair
Responsible for leading the Board, ensuring its
effectiveness and promoting high standards of corporate
governance. Facilitates the contribution of all Directors,
promoting an open and constructive relationship
between the Executive and Non-Executive Directors.
Available for discussions with shareholders and other
keystakeholders.
Chief Executive Officer
Responsible for the day-to-day management of the
Group, developing the strategy and commercial
objectives for approval by the Board and leading
management in delivering them within the risk appetite
approved by the Board.
Senior Independent
Director
Supports the Chair and
leads the evaluation of his
performance. Available to
shareholders if they have
concerns that have not
been resolved through
other channels.
Independent Non-
Executive Directors
Use their experience and
knowledge to challenge
and guide management
plans, performance and
the development of the
Group’s vision, values
andstrategy.
Chief Financial Officer &
Chief Operating Officer
Responsible for the
Group’s financial and
operational affairs and
oversees ESG matters.
Supports the CEO in the
management of
theGroup.
Group Company Secretary
Ensures an effective flow
ofinformation between
management and the
Board. Advises the Board
on governance matters
andfacilitates the Board
evaluation process and
induction programme.
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Corporate Governance
INSTITUTIONAL
INVESTORS
Who they are
Large institutional investors such
as investment managers and
pension funds
Who engages with them
− The CEO and CFO & COO are
the primary contacts for current
and potential institutional
investors
− The Chair, SID and all
Non-Executive Directors are
available to attend meetings
ifrequested by shareholders.
Engagement in 2025
− The Chair and/or the
Remuneration Committee Chair
engaged with 15 shareholders
during the year in order to
understand their views on the
Company and its strategy, and
todiscuss other governance
matters such as remuneration
outcomes, environmental
matters, succession planning
anddiversity
− The CEO and CFO & COO held
over 130 meetings with potential
and current investors (holding
over 39% of the issued share
capital) to discuss strategy and
performance and to gain an
understanding of shareholders’
views and concerns.
RETA IL
SHAREHOLDERS
Who they are
Private investors holding around
5% of the issued share capital
(excluding employee shareholders)
Who engages with them
− The Board through attendance
at the AGM
− Our Company Secretariat team
and our registrar
(Computershare) are available to
help retail shareholders with any
queries.
Engagement in 2025
− Achieved principally through
ourwebsite and the AGM
− Full year and half year results
announcements, the Annual
Report and results presentations
are all available on our website,
as well as information regarding
share price performance and
governance matters.
EMPLOYEE
SHAREHOLDERS
Who they are
Employees holding around 11%
ofthe Company’s issued share
capital, either through direct
interests or through restricted
shares granted under employee
share plans
Who engages with them
− Employee shareholders (and the
workforce as a whole) are kept
informed by the Executive
Directors and the Group
Company Secretary of publicly
available financial updates and
governance changes such as
new Director appointments
Engagement in 2025
− The Company issues an annual
invitation to employees in the
UKand our largest overseas
locations to join a ShareSave
plan (or similar local equivalent),
which gives employees the
opportunity to purchase shares
in the Company at a
discountedprice
− The Board is extremely
supportive of widening global
participation in ShareSave or the
local equivalent, which has been
offered in seven overseas
countries to date
− Around 73% of our global
employees have been invited
tojoin ShareSave or the local
equivalent, and over 33% of
eligible employees took up an
invitation to participate during
the year.
Annual General Meeting
We view the AGM as an opportunity to
engage directly with our shareholders
on the key issues facing the Group and
to respond to any questions
shareholders may have on the business
of the meeting.
At the 2025 AGM, votes were cast in
relation to circa 66% of the issued share
capital. Although all resolutions were
passed by the required majority, the
Board noted a significant vote against
resolution 2 to approve the Directors’
Remuneration Report and resolution 10
to re-elect Dr Tim Miller (Chair of the
Remuneration Committee) as a Director.
Further detail regarding the actions
taken by the Board in response to this
outcome can be found in the Directors’
Remuneration Report on pages 106
to129.
We are pleased to confirm that this
year’s AGM will be held electronically
byvideo webcast at 12 noon on
Thursday 7 May 2026. Full details of
theresolutions to be proposed at the
meeting are set out in the Notice of
Meeting. The Chair, as well as the Chairs
of the Board Committees, will be at the
meeting to answer questions on the
business of the meeting.
CORPORATE GOVERNANCE REPORT CONTINUED
STAKEHOLDER ENGAGEMENT
We are committed to effective
engagement with our stakeholders
andgather feedback and input from
them through a variety of approaches.
The Board engages directly with our
people and our shareholders. In the
caseof engagement with clients and
communities (who we have also
identified as key stakeholders),
management engagement is used to
form proposals at a business level,
withthe Board being kept updated
invariousways.
Where relevant, stakeholder considerations
are also set out in Board papers. You can
read more about our stakeholders on pages
30 and 31, and how we have taken them
into account inmeeting our responsibilities
under section 172 of the Companies Act
2006 on page 89.
Q&A WITH HEIKE TRUOL, OUREMPLOYEE ENGAGEMENTDIRECTOR
How do the Employee Voice
Forumsessions work?
The sessions are an opportunity for
our employees to share their views
with the Board on their experience of
working for Clarksons. We invite a
cross-section of both junior and senior
employees to join from different
business areas, sometimes with a focus
on a specific topic, for example to share
their onboarding experience. Over the
last few years, we have strived to hold
these in overseas locations, as well as in
London which is our biggest office.
I want to create an atmosphere where
employees feel that they can talk openly
and confidentially about topics that are
important to them. Therefore, whilst
Iwill guide discussions based on key
themes on which I am keen to receive
feedback and insights from the Board
that I want to share, employees also
need to feel that they can raise topics
that are important to them. It is often
these more informal discussions that
give me the greatest insights into our
culture.
The inclusion of more junior employees
is a great way of building my
understanding of the talent pipeline
andit is encouraging to see their
enthusiasm for Clarksons and their
owndevelopment.
Who did you hold sessions
withthisyear?
I held two sessions this year –
inShanghai, coinciding with
theBoard’s visit; andLondon.
The whole Board is keen to engage with
employees when there is an opportunity
to do so, and senior management is very
supportive of this, inviting us to events
such as Global MDs Week and arranging
informal events around the Board
timetable. To allow the whole Board to
engage with as many employees as
possible in Shanghai, we took a different
approach to our engagement there.
Allemployees were invited to dinner,
with each of the Board Directors hosting
a table of employees.
How do you feed back to the
Board and senior management?
I share insights from the sessions at
the next Board meeting so that the
Board remains informed of employees’
views. Ialso discuss any relevant feedback
with the Executive Directors and senior
management to ensure that practices and
policies can be shaped accordingly.
What were the key themes
emerging this year?
Our culture
− A strong sense of pride
inworking forClarksons and
commitment to theGroup
− Local leadership is strong and the
Group’s goals are clear
− Collaboration: one of our strengths,
but also opportunities to enhance
thisbetween our global offices
− An appreciation of the integrity
withwhich we conduct business
andworkwith our clients
− Competitive pay and benefits.
Learning and development
− General appreciation that there are
opportunities for career development to
the extent that employees aspire tothis
− Significant focus on being part of
aglobal group and widespread
enthusiasm for opportunities to
visitother offices.
Technology/automation
− The impact of the Group’s investments
in tools for trade and changing ways
of working
− Enhanced training ensures that clients
are delivered high-impact insights
andservices
− Opportunities for automation are
welcomed.
How do you see the sessions
developing?
Whilst bringing a cross-functional
group of employees together has
been very valuable, we are also
considering whether some divisional-
focused sessions will provide us with
adifferent perspective and deeper
insights into those particular areas
(forexample a session focused on
support functions). Iam also keen to
continue to visit our overseas offices.
Our people
Engagement with our employees
isdriven through our Employee
Engagement Director and our
EmployeeVoice Forum (see below).
Wealso provide opportunities for
ourNon-Executive Directors to meet
abroad cross-section of our people
atsocial and networking events
throughout the year which provides
afurther opportunity for engagement
on key topics. The Non-Executive
Directors also receive regular updates
from the Executive Directors and other
executiveson their own engagement
with employees, for example through
site visits, talent activities and town
hallmeetings.
Our shareholders
The Board understands that
maintainingstrong relationships
andanopen dialogue with investors
underpins the long-term success
oftheCompany. TheChair takes
responsibility for ensuring that the
viewsof shareholders are
communicatedto the Board as awhole.
The CEO and CFO & COO regularly
update the Board on shareholders’
views, which reflects both their own
direct engagement with investors and
feedback from the Company’s joint
corporate brokers and financial public
relations advisor. The Chair and
Non-Executive Directors also share the
views and feedback from shareholders
following any meetings they have
attended.
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KEEPING SECTION 172 AT
THE FOREFRONT OF BOARD
DISCUSSIONS
The Board recognises the value of
building strong relationships with our
stakeholders to gain a better
understanding of what matters to them
and how our decisions will impact them.
This helps to inform our decision-
making, deliver our strategy sustainably
and meet our stated purpose. We are
therefore committed to effective and
regular engagement with each of the
Company’s stakeholders (as set out on
pages 30 to 31). The Board engages
directly with shareholders and
employees, and receives regular updates
from the Executive Directors on how
management engages with other
stakeholders. See pages 86 and 87 for
further information.
The Board’s statement confirming that it
has had regard to the matters set out in
Section 172 of the Companies Act
(‘S.172’) is set out below. The table to the
right sets out where further information
can be found regarding how each of the
S.172 provisions have been applied. The
Board considers these matters in all its
discussions and decision-making, as set
out in the example below.
Decision
The Group acquired Zuma Labs Limited
(‘Zuma’) in early January 2026, Board
approval for the acquisition having been
confirmed earlier in 2025. Zuma is a
leading technology provider serving
stakeholders in the Forward Freight
Agreement and commodities markets.
Zuma’s two principal products are
Venetian, a hybrid voice and electronic
application that provides market
participants with the ability to collect,
record and distribute live pricing within
a single interface; and Prism, Zuma’s AI
product, which gathers real-time
intelligence from multiple sources
enabling users to act on data quickly.
Section 172 statement
In their discussions during the year
ended 31 December 2025, the
Company’s Directors have acted in
the way that they consider, in good
faith, would be most likely to
promote the success of the
Company for the benefit of its
members as a whole (having
regard to stakeholders and the
matters set out in subsections
172(1)(a)-(f) of the Companies
Act2006).
CORPORATE GOVERNANCE REPORT CONTINUED
BOARD VISIT TO SHANGHAI
As part of its learning and development
programme, the Board visited Clarksons
in Shanghai in May 2025.
As one of the largest shipbuilding
nations globally, China is one of the
Group’s key locations. Over the 30 years
since Clarksons established its Shanghai
office, the office has grown to employ
over 100 people today across our
Broking and Research divisions.
The Board’s visit was an opportunity
forthe Directors to gain a greater
understanding of how our teams
support the local shipbuilding industry.
In addition to detailed presentations
from local senior leadership and informal
discussions over lunch and dinner, the
Board and senior managers undertook
aboat trip and visited a shipyard.
Thisenabled the Directors to experience
firsthand how our Newbuilding team is
supporting the broad range of shipyards
located in China through their extensive
experience across all major sectors,
including dry, tankers, containers
andgas.
We were also able to gain insights into
how the intelligence provided by our
local Research team, which was marking
the 20-year milestone of its presence in
the region during the year, supports
both our brokers and our clients with
their decision-making.
The Board took the opportunity to meet
as many employees as possible during
the visit, participating in both an office
tour and joining a dinner to which all
employees were invited (read more on
page 86).
The Board welcomed the insights it
gained from our employees on the
ground, which provide invaluable
context for the Board’s decisions.
S.172 and related disclosures
S.172 provision Further information
The likely consequences
of any decision in the
longterm
Our business model on pages 28 to 29.
Principal risks on pages 63 to 67.
Viability statement on pages 74 and 75.
Interests of employees Our impact on pages 50 to 51.
Our stakeholders on pages 30 and 31.
Remuneration Committee Report on pages 106
to 129.
The need to foster the
company’s business
relationship with suppliers,
customers and others
Our strategy on pages 4 to 15.
Our stakeholders on pages 30 to 31.
The impact of the
company’s operations
on the community and
environment
Our strategy on pages 4 to 15.
Our impact on pages 46 to 58.
Our stakeholders on pages 30 and 31.
TCFD on pages 69 to 71.
The desirability of the
company maintaining
a reputation for high
standards of business
conduct
Leading a responsible business on page 58.
Principal risks on pages 63 to 67.
Governance framework on page 84.
Purpose, values, behaviours and culture on
page85.
Audit and Risk Committee Report on pages 98
to 105.
The need to act fairly as
between members of the
company
Our stakeholders on pages 30 and 31.
Governance Report on pages 76 to 133.
Voting rights on page 131.
Stakeholders considered:
Our shareholders, people and clients.
Factors considered by the Board:
The Board reviewed the proposal’s
strategic fit with our purpose and was
satisfied that the acquisition would
support the following strategic objectives:
– Breadth
Increasing the breadth of services
offered to our clients by providing
tools for trade with AI capabilities for
market brokers and their clients in an
increasingly complex global trading
environment.
– Understanding
Meeting the growing demand for data
and the growing appetite amongst
FFA participants to leverage
technology for a more efficient
approach to trading.
– Trust
Gathering real-time data intelligence
from multiple sources, enabling users
to act on data quickly and make
better informed decisions.
– Growth
Allowing us to capitalise on
opportunities to accelerate adoption
across multiple markets, driving
revenue growth.
The Board also reviewed whether the
acquisition would create long-term
financial and sustainable value for the
Group’s stakeholders The financial
commitment required was evaluated
against the risks and anticipated return,
opportunities for growth in market
coverage and technological innovation,
and the capabilities and knowledge
which would be acquired. The necessary
due diligence was undertaken prior to
the acquisition being approved, and we
were satisfied that Zuma’s own
standards of business conduct were
aligned with those of the Group. On this
basis, the Board was of the view that the
proposal would allow the Group to
continue to grow sustainably for the
benefit of all of our stakeholders. and
approved the acquisition.
Visit to a shipyard
The Board receives a briefing
on the extent of the shipyard
and its main areas of operation.
Shanghai office visit
The Board, accompanied by
local senior management,
at the Shanghai office.
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Corporate Governance
COMMITTEE CHAIR’S
INTRODUCTION
I am pleased to present this report on
the work of the Nomination Committee
over 2025.
Succession planning
The Committee is cognisant that the
development and execution of our
long-term strategy is dependent on
effective leadership at both Board
andexecutive level.
The Committee is responsible for
ensuring the Board is sufficiently diverse
and has the appropriate balance of skills,
knowledge and experience to provide
the breadth, depth and diversity of
thinking needed to support the
Company in executing our strategy.
Wemaintain a skills matrix, which we
review regularly to inform our view as
towhether the capabilities of the Board
provide the right combination both at
the current time and to meet the
Group’s evolving needs. Taking account
of this, as well as the conclusions of the
recent review of Board and Committee
performance, we are satisfied that the
Board’s mix of skills and experience
remains aligned with our strategic
objectives.
Executive succession planning has
remained a priority for the Board as a
whole this year. Alongside the regular
updates that we receive from the
Executive Directors and the Group Head
of HR on both the initiatives in place to
develop the talent pipeline and key
strategic hires, succession planning was
also a key focus of our annual Board
strategy offsite session in October 2025.
People strategy and the importance of
our culture in attracting and retaining
the talent we need to deliver our
strategy was a key theme running
through a number of the presentations.
Board changes
As announced in September 2025,
JeffWoyda will retire asCFO & COO
later in 2026. The Nomination
Committee is overseeing a formal search
for a successor. Further details about the
process will be set outin the Nomination
Committee Report in2026.
I am pleased to report
thatthe Board and
itsCommittees were
considered to be
workingeffectively.
Laurence Hollingworth
Chair
Board performance review
In line with our three-year Board
performance review cycle, and to
ensurethat we continue to operate as
effectively as possible, an external Board
performance review was facilitated this
year by Manchester Square Partners.
Iam pleased to report that the Board
and its Committees, as well as the Chair
and the Non-Executive Directors, were
considered to be working effectively.
You can read more about theprocess
and the conclusions on pages 96 and 97.
Diversity
The Board strongly believes that
diversity at all levels of the Group
resultsin better business outcomes
andhelps us achieve our strategy.
We have continued to assess diversity
across the Board, with particular focus
on the requirements in the Listing Rules,
the FTSE Women Leaders Review and
the Parker Review. We have met the
recommendation for female
representation in key Board roles and
wehave one Director from an ethnic
minority background. The Board
currently comprises 37% women (three
of our eight Directors) and we remain
cognisant of the target for 40% female
representation. Whilst the Committee is
committed to ensuring that all aspects
of diversity are reflected among Board
members and is cognisant that diversity
must be a key consideration in making
appointments, the Committee will
continue to make recommendations to
the Board based on merit and the skills
and experience of each candidate.
We remain equally focused on progress
across the wider Group and are satisfied
with the initiatives which are being
pursued to foster a diverse and inclusive
workplace for all which, in the longer
term, will give rise to a more diverse
talent pipeline (see pages 50 and 51 of
the Our impact section for more detail).
Looking forward
Our focus for 2026 will be on the
upcoming Board changes
andsupporting a smooth transition
when the time comes.
Laurence Hollingworth
Nomination Committee Chair
6 March 2026
Laurence Hollingworth
Nomination Committee Chair
HOW THE NOMINATION COMMITTEE SPENT ITS TIME
1
2
3
4
1. Annual effectiveness review 5%
2. Appointment/reappointment
ofDirectors 21%
3. Governance 21%
4. Succession planning 53%
1. Annual effectiveness review
Review of actions arising from
the 2024 review and agreeing
theapproach to the 2025 review.
2. Appointment/reappointment
of Directors
Matters relating to the annual
re-election of Directors and the
reappointment of Directors at
theend of their three-year term.
3. Governance
Various matters including the
annual review of the Nomination
Committee’s effectiveness and
the Nomination Committee
Report in the Annual Report.
4. Succession planning
Review of plans and activities
regarding non-executive,
executive and senior
management succession planning
including search for a new CFO.
NOMINATION COMMITTEE REPORT
At a glance
Aligning the
Board’s skills
and experience
with our
strategic
objectives.
Meeting attendance
Meetings
Current Directors
Laurence Hollingworth (Chair) 3/3
Sue Harris 3/3
Heike Truol 3/3
Read more
The skills and experience of
Committee members on pages
80 to 83.
The role and responsibilities
ofthe Committee on page 84.
The annual review of the
Committee’s effectiveness
onpages 96 and 97.
Click to find out more
The full Terms of Reference
forthe Committee at www.
clarksons.com/home/investors/
corporate-governance
Laurence Hollingworth
Chair
Heike Truol
Independent
Non-Executive
Director
Sue Harris
Senior Independent
Director
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NOMINATION COMMITTEE REPORT CONTINUED
SUCCESSION PLANNING
Non-Executive Directors
The Nomination Committee reviews
succession planning for the
Non-Executive Directors. Whilst the
tenure of the Directors is an important
factor, the Nomination Committee is
cognisant that this cannot be reviewed
in isolation. Non-Executive Director
succession planning is therefore
considered within a wider context which
includes the size, structure and
composition of the Board; the current
balance of skills, knowledge, experience
and diversity on the Board and whether
it is appropriate to continue to challenge
management and support the delivery
of the Group’s strategy; provisions under
the Code regarding Board Committee
composition; and the benefits of
refreshing the membership of the
BoardCommittees.
Having reviewed the factors listed
above, and taking account of feedback
from the effectiveness evaluation of the
Board undertaken in 2025, the
Nomination Committee drew the
following conclusions during the year:
− The tenure of the Directors (which is
set out on page 76) does not give rise
to any immediate concerns as three of
the six Non-Executive Directors in
office as at the date of this report are
in their second three-year term and
one is in his first three-year term
− The size of the Board is conducive to
an effective debate, being large
enough to bring a broad and diverse
range of backgrounds, perspectives
and experiences, but not so large as to
be unwieldy. The structure of the
Board remains appropriate
− The Nomination Committee is satisfied
that the Board’s collective skills and
experience remain aligned with the
Group’s operations and strategy
− The target for ethnic diversity set out
in the Parker Review and the
recommendation under the FTSE
Women Leaders Review to have at
least one woman in a senior Board
role had been met. However, the
Nomination Committee remains
cognisant of the benefits of continuing
to enhance Board diversity and of the
target for 40% female representation,
and will take account of this in future
succession planning
− The Company complies with all
provisions under the Code in relation
to Board Committee memberships.
In addition to this longer-term view, the
Nomination Committee has also
considered succession planning across
ashort-term horizon. It was satisfied
that, in the event that one of the Board
Committee Chairs was unexpectedly
unable to fulfil their duties, the current
Board composition would allow
contingency cover to be identified and
the Board Committee to continue to
operate effectively whilst still meeting
any specific Code requirements.
Chair
To ensure that an effective Chair is in
place at all times to lead the Board, and
that the Board would be able to act
quickly when a search for a new Chair
needed to be undertaken in the future,
the Nomination Committee has
established a framework for Chair
succession. This outlines the process to
be followed, as well as confirming any
arrangements to be implemented at
short notice in the event of the Chair
being temporarily absent.
Executive positions and senior
management
Through the Nomination Committee,
theBoard has remained close to
discussions on executive and senior
management succession. Further
information on the retirement of
theCFO & COO is provided on the
nextpage.
The annual promotions process utilises
aframework to assess, promote and
develop our future leaders on a
consistent basis and secure the pipeline
of key talent for succession to more
senior roles. The opportunity to develop
as senior leaders is enhanced by the
participation of our people in divisional
management forums, management
offsites, and attendance at our global
strategy-setting meetings at the start of
each year. Our key objective and focus is
to ensure that our people become our
future leaders. We create an
environment in which our people have
broad experience, collaborate across our
business and participate in the running
of their respective businesses to gain
exposure to leadership responsibilities.
Emergency succession plans are in place
for the Executive Team and other key
senior management positions.
The Nomination Committee remains
satisfied that this approach is
appropriate to continue to develop the
right skills and capabilities in the levels
below the Board, retain and develop key
talent, and to mitigate risk.
BOARD APPOINTMENTS
The Nomination Committee is
responsible for making
recommendations to the Board
regarding appointments of new
Directors and membership of Board
Committees, as well as reviewing the
reappointment of Directors at the
endoftheir three-year terms.
Following the announcement in
September 2025 that the CFO & COO,
Jeff Woyda, would retire in September
2026, the Nomination Committee
initiated an executive search process to
appoint a successor, considering internal
and external candidates. The process is
being led by the CEO and Group Head
of HR, and overseen by the Nomination
Committee. Further details will be
provided in the 2026 Annual Report.
Atypical appointment process is set
outto the right.
During the year, the Nomination
Committee considered the
reappointment of Laurence Hollingworth
for a second three-year term as Chair,
and recommended the reappointment
to the Board. The Board approved the
reappointment.
Induction
All newly appointed Directors receive
acomprehensive induction programme
which is tailored to their needs. The
Chair and the Group Company Secretary
are responsible for designing an
effective induction programme, with
theobjectives of:
− Facilitating the Director’s
understanding of the Group from
bothan internal and an external
perspective: its culture, stakeholders,
key businesses and markets, and
operations on the ground
− Providing them with any key insights
into Committee-specific matters, as
relevant
− Enabling their effective contribution
tothe Board as early as possible.
Board decision to initiate search process (made on the
recommendation ofthe Nomination Committee)
Search firm provided with objective criteria to assess potential
candidatesagainst
Interviews with those shortlisted and preferred candidate
confirmed in due course
Formal recommendation by Nomination Committee to Board
and Board approval
Induction programme agreed
Longlist reviewed by Nomination Committee
Selection of search firm, taking account of those firms who
aresignatories tothe Voluntary Code of Conduct for Executive
Search Firms
APPOINTMENT PROCESS
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DIVERSITY
The Board is committed to supporting
the work of the Group to look for new
and innovative ways to ensure a diverse
and inclusive workforce at every level of
the organisation.
Board
We recognise that diversity, in its
broadest sense, is a key driver of an
effective board. We strive to ensure that
we have a diverse Board comprised of
individuals with a broad range of
backgrounds, skills, experience, expertise
and perspectives, and which utilises
these qualities in order to generate
effective debate, challenge, problem
solving and decision-making.
We have adopted a Group Diversity and
Inclusion Policy, which also incorporates
our approach to Board diversity. This
confirms that the Board strongly
supports the principle of boardroom
diversity, which includes a number of
aspects including gender, ethnicity,
disability, religion and political views.
Itdoes not include measurable targets
for any aspect of diversity and explains
that all appointments are subject to
formal, rigorous and transparent
procedures and should be made on
merit against a defined job specification
and criteria.
As at 31 December 2025, the Board had
met the recommendation under the
Listing Rules and the FTSE Women
BOARD AND SENIOR MANAGEMENTDIVERSITY
AS AT 31 DECEMBER 2025
Board –
ethnicity
Board –
gender
Board –
age
Executive Committee
– gender
Executive Committee
and direct reports –
gender
1
2
1
2
1
2
1
2
1
2
1. White 7
2. Mixed/multiple
ethnic group 1
1. Male 5
2. Female 3
1. 50-59 4
2. 60-69 4
1. Male 19
2. Female 3
1. Male 236
2. Female 58
Leaders Review to have at least one
woman in a senior Board role (through
the appointment of Sue Harris as SID).
The Nomination Committee remains
cognisant of the target for 40% female
representation on the Board and will
take account of this in future succession
planning, always noting that our priority
remains the identification of the
strongest candidate for the role, based
on clear and objective search criteria.
Asat 31 December 2025, one member
of the Board was from a minority ethnic
background, meeting the target set out
in the Listing Rules and the Parker
Review recommendations.
Workforce
Our people are the driving force of our
Company, and we are committed to a
diverse and inclusive workplace where
we prioritise their health, wellbeing and
development. Our senior leaders and the
wider business understand the value of
an inclusive culture, where everyone has
an equal chance to do well, and where
all people can thrive and develop,
helping the business to grow. We can
see this represented in our nationality
statistics – our workforce is made up of
individuals from 60 different countries
across the globe, which creates a vibrant
and energetic environment that truly
celebrates the varied cultures of those
who work for us.
Our DEI focus prioritises practical steps
that deliver tangible results including
recruiting a workforce which represents
people across all identities and
backgrounds by diversifying our pool
ofcandidates and recruitment channels.
We afford all our employees the same
career opportunities through clarity of
expectation and consistent assessment
and promotion criteria, and ensure our
staff feel part of the wider Clarksons
global community through engagement,
communication and support. We are
improving our understanding of our
workforce through data capture and
analytics. An example of this in action is
the cohorts of the Global Trainee Broker
Programme in 2024 and 2025. The
cohort was made up of multiple
nationalities across a number of offices
and was over 35% female.
Further examples of how we are
strengthening our diverse pipeline
include:
− Continuing to partner with Encompass
Equality to increase diversity, equity
and inclusion within the Group, with
afocus on female retention and
progression
− Establishing the Women atClarksons
Network (see pages 50 and 51 for
more information
− Becoming a corporate member of
Women Together, a networking
community for women in shipping,
commodities and trading.
Election and re-election of Directors
The Code sets out that all Directors
should offer themselves for election by
shareholders at the first AGM following
their appointment, and for re-election
onan annual basis thereafter. The
Nomination Committee leads the
process for evaluating whether the
Board should recommend the election/
re-election of Directors to shareholders.
In forming a recommendation to the
Board, it takes account of the
contribution to the Group’s strategy,
performance, time commitment and
independence of each Non-Executive
Director. The appraisals of the Executive
Directors are also considered by the
Board prior to their re-election being
recommended.
Contribution to strategy
The contribution that each Director
makes to the Group’s strategy is set out
in their biographies on pages 81 to 83.
Director performance reviews
The process by which the performance
of the Directors is reviewed is set out on
page 96. The reviews concluded that
each of the Directors continues to
perform effectively and to demonstrate
commitment to their role.
Time commitment
Although the letter of appointment of
each Non-Executive Director includes an
anticipated time commitment, the letter
also states that Directors are expected
to commit sufficient time to their
directorship to discharge their
obligations to the Company.
The Nomination Committee reviewed
the time that each Non-Executive
Director commits to the Company and
was satisfied that this was sufficient to
discharge their duties fully and
effectively in each case.
NOMINATION COMMITTEE REPORT CONTINUED
The Nomination Committee also
considered the external directorships
and other commitments of each
Director and confirmed that they did
notgive rise to any concerns that each
Director was not able to commit
sufficient time to their directorship
atthe Company.
Independence
The Nomination Committee assesses
theindependence of the Non-Executive
Directors against the criteria set out in
the Code. This highlights that to be
classed as independent, non-executive
directors should be independent in
character and judgement and free from
any relationships or circumstances
which may affect that judgement.
TheNomination Committee assesses
independence annually prior to
recommending the election/re-election
of the Directors. However, the
Nomination Committee also revisits its
assessment as and when there are any
changes in circumstances and prior to
recommending any reappointments for
a further term to the Board.
During its annual assessment, the
Nomination Committee satisfied itself
that there had not been any changes in
circumstances which would impact on
the previous assessment that all Non-
Executive Directors were independent.
Conclusion
The Board approved the Nomination
Committee’s recommendation that each
Director should be proposed for
election/re-election at the 2026 AGM.
Further information about the Directors,
which highlights their skills and areas of
expertise, is set out on pages 80 to 83.
Conflicts of interest
The Company’s Articles of Association
permit unconflicted Directors to
authorise potential conflicts.
The Board may impose conditions on
the authorisation of a conflict, for
example that the Director should leave
the boardroom when certain matters are
discussed. Each Director is required to
notify the Chair of any potential conflict
or potential new appointment or
directorship. The Nomination Committee
provides the Board with guidance on the
treatment of Directors’ conflicts and
conducts an annual review of the
Register of Directors’ Conflicts.
No new conflicts of interest or related
party transactions were declared during
the year.
Development
As part of our ongoing development,
the Board receives briefings on legal,
regulatory and governance matters as
they arise. Details of training sessions
held during the year can be found on
page 97.
To improve our understanding and
knowledge of the business, senior
managers make presentations to the
Board on strategic matters and key
industry and business developments.
This also provides us with an
opportunity to engage with employees
who may be considered as part of
succession planning. During the year, we
received updates on the market outlook,
and deep-dives into key business lines
and industry context were presented
during the Board’s visit to Shanghai,
China (read more on page 88). To
ensure our ongoing awareness of Group
policies and procedures, we also
complete the online training modules
that are mandatory for employees.
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Corporate Governance
2024 review
The principal actions arising from the 2024 review have all been completed as set out below:
BOARD
Continue to provide opportunities
for informal interaction between
Directors
The mid-year Board and Committee meetings were held in Shanghai, China,
whilst the annual Board strategy session was held offsite over three days.
Thisprovided opportunities for the Board to interact informally both with
eachother and with senior employees.
Read more
Board visit to Shanghai on pages 86 and 88.
Business presentation at Board
meetings to be continued
Presentations through the year included the Maritech, Commodities
andResearch businesses.
NOMINATION COMMITTEE
Maintain the focus on
successionplanning
Regular updates through the year on divisional leadership and key hires,
as well as succession planning for the CFO.
Read more
Succession planning on page 92.
Enhance the understanding
ofinternaltalent
Opportunities to meet talent through Global MDs week, Board dinners,
Boardoffsites and the annual Board strategy session.
AUDIT AND RISK COMMITTEE
Training on ESG matters Training sessions, facilitated by the Group Head of HR, were held during the year.
Risks in relation to sanctions Regular updates on sanctions risk provided by the General Counsel/Head of
Compliance.
Preparation for compliance with
the new provision 29 of the UK
Corporate Governance Code
Regular updates provided on the Company’s approach to, and progress on,
compliance with provision 29 on the effectiveness of material controls.
REMUNERATION COMMITTEE
Stay abreast of market
developments regarding
remuneration
In-person updates provided by the Remuneration Committee’s remuneration
advisor, as well as the circulation of relevant market updates.
BOARD AND COMMITTEE
PERFORMANCE REVIEWS
The Board is cognisant that changes
instrategy, personnel and the external
environment may need to drive
changesin the way that we operate
inorder to maximise our effectiveness.
We therefore recognise the benefits
ofregularly evaluating our own
effectiveness and that of our
Committees (at least annually)
sothatwe can take any actions
necessaryto ensure that we continue
toperform effectively.
2025 review
In line with the recommendation in
theCode that an external evaluation
isundertaken at least once every three
years, the 2025 review was externally
facilitated by Andrew Lowenthal of
Manchester Square Partners. Manchester
Square Partners does not have any
connections with the Company or
individual Directors.
The Nomination Committee oversaw
thereview. The evaluation firm held
one-to-one interviews with all Directors,
the Group Company Secretary and the
Group Head of HR. The scope of the
review included the performance of the
Board and its Committees, as well as
theperformance of individual Directors.
Anoverview of the process is provided
to the right.
Outcome
The Board review highlighted that the
Board is operating effectively with
strong leadership from the Chair. The
Directors are highly engaged, and have
a very relevant set of skills and
experience. Taken together, this
promotes a highly strategic Board,
which is focused on outcomes.
The Board operates extremely collegiately,
with a high level of trust and respect for
the views of others. Interactions with the
Executive Directors are both challenging
and supportive, leading to strong
relationships and healthy debate.
The Directors highlighted the strong
values and unique culture at Clarksons,
and the review affirmed that this was
equally reflected in the boardroom.
NOMINATION COMMITTEE REPORT CONTINUED
BOARD AND COMMITTEE
PERFORMANCE REVIEW
PROCESS
November 2025
Approach and areas of focus
agreed by the Nomination
Committee
Evaluation firm appointed
Initial briefing with Chair
andCompany Secretary
December 2025
Review of Board and Committee
papers and other relevant
documents by evaluation firm
January 2026
One-to-one interviews held
withall Directors
February 2026
Reports produced by evaluation
firm and output reviewed and
discussed with the Chair, SID and
Committee Chairs
Areas of focus for 2026 agreed
March 2026
Feedback discussed and action
plans approved by the Board
andits Committees
Past reviews have highlighted the
benefit obtained from more informal
Board interaction, and the current
review noted in particular that the Board
strategy offsite and the holding of
meetings in locations outside London
had been particularly valuable in
building a cohesive team.
The Board Committees were also
confirmed to be well chaired and
operating effectively.
The Board and its Committees reviewed
the outcome of the review and agreed
key actions. These include maintaining
the focus on executive succession
planning and ensuring that opportunities
to enhance Directors’ understanding of
the Clarksons culture continue to feature
in the annual Board programme.
Director performance reviews
The performance of the Non-Executive
Directors is reviewed annually in tandem
with the Board and Committee
performance reviews, and the
Nomination Committee agrees the
approach to be taken.
The performance of the Chair and the
Non-Executive Directors was considered
as part of the external evaluation,
focusing on the contribution made by
each Director over the year, how that
contribution was made and their
commitment to the role. The SID met
separately with the evaluation firm to
discuss feedback on the Chair’s
performance, and discussed the output
with the Chair.
The performances of the CEO and the
CFO & COO were also appraised
separately, and feedback was presented
to the Remuneration Committee as part
of the annual remuneration review.
It was concluded that each Director
continued to perform effectively and to
demonstrate commitment to their role.
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Corporate Governance
Sue Harris
Audit and Risk
Committee Chair
The Committee’s key areas
of focus remained financial
reporting, external audit,
internal audit and risk
management and internal
controls.
Sue Harris
Audit and Risk Committee Chair
COMMITTEE CHAIR’S
INTRODUCTION
I am pleased to present this report
onthe work of the Audit and Risk
Committee over 2025.
The Committee’s key areas of focus
during the year remained financial
reporting, external audit, internal audit
and risk management and internal
controls. Additionally, the Committee
received reports on forward-looking
changes that would impact the Group’s
reporting and internal controls.
Financial reporting
The Committee reviewed the half year
and full year results to confirm that they
were fair, balanced and understandable
and provided sufficient information to
shareholders to assess the Group’s
position, performance, business model
and strategy. Where necessary the
Committee provided appropriate
challenge to management in relation to
the significant financial judgements and
estimates made by management in
respect of the half year and full year
results. The Committee carefully
considered the consistency between the
financial and narrative reporting in the
half year and full year reports prior to
issuing its recommendations for
approval to the Board as a whole.
External audit
The External Auditor (PwC) attends all
Committee meetings and meets
privately with the Committee regularly.
These meetings enable both sides to be
open about any issues that may arise
during the audit process. PwC will be
subject to mandatory rotation following
the audit in respect of the year ended
31 December 2028, having been the
Group’s External Auditor for 20 years at
that point. As explained on page 101, the
Committee considered the timing for an
audit tender process during the year,
and agreed to progress this in 2026,
with a view to appointing a new External
Auditor for the year ending 31 December
2028.
Internal audit
The internal auditor regularly attends
Committee meetings and meets
privately with the Committee at least
once during the year. Such meetings
enable both sides to have frank and
open discussions on the Group’s control
environment and any enhancements
that should be made.
Risk management and internal
controls
The Committee continued to receive
reports relating to the ongoing rollout of
the Group’s global financial system and
received reports at each Committee
meeting on its continuing
implementation across the Group.
TheCommittee was pleased to learn
that the rollout was substantially
complete by the end of 2025 with the
majority of Group revenue accounted
for in the global financial system, and
that the reporting capabilities of the
system were providing senior
management with enhanced data for
decision-making. The Committee was
particularly pleased to receive internal
audit reports relating to the new system
which confirmed that the updated
processes and controls were well
embedded.
UK Corporate Governance Code 2024
The Committee received reports on the
Group’s progress towards compliance
with provision 29 of the UK Corporate
Governance Code, which will require the
Board to formally declare the
effectiveness of the Group’s material
controls as at the balance sheet date for
reporting periods beginning on or after
1 January 2026. The Committee is
satisfied that the actions being taken will
ensure that it will be in a position to
make the necessary assessments of
effectiveness and recommendations to
the Board in due course.
Committee performance review
The annual review of the Committee’s
effectiveness was externally facilitated
during the year. The review confirmed
that the Committee continues to
operate effectively.
The Board remains satisfied that the
Committee as a whole has the
experience and technical competence
relevant to the sector in which we
operate, and that the Committee
members have the appropriate
knowledge, skills and experience to
challenge and fulfil the duties delegated
to the Committee.
Looking forward
Our focus for 2026 will be on finalising
the preparations to comply with
provision 29 of the UK Corporate
Governance Code 2024 and initiating
the proposed audit tender process,
which is expected to be completed such
that a new External Auditor will be in
place for the year ending 31 December
2028.
Sue Harris
Audit and Risk Committee Chair
6 March 2026
AUDIT AND RISK COMMITTEE REPORT
Composition and meeting attendance
Meetings
Sue Harris (Chair)
1
4/4
Martine Bond 4/4
Con Cotzias 4/4
Dr Tim Miller 4/4
1 Sue Harris satisfies the requirement for the Committee to have a member with recent and relevant
financial experience given that she is a chartered management accountant and gained a broad
range of experience in senior finance roles during her career.
Other regular attendees at meetings include:
− CFO & COO and senior management in Finance
− Group Company Secretary
− Lead Audit Partner and Group Audit Director, PwC
− Internal audit, Grant Thornton
HOW THE AUDIT AND RISK COMMITTEE SPENT ITS TIME
1
2
3
4
5
1. Financial reporting 14%
2. External audit 32%
3. Internal audit 15%
4. Risk management and
internal controls 36%
5. Governance 3%
1. Financial reporting
All matters relating to the release
of interim and annual results and
trading statements, including key
judgements and estimates,
viability and going concern
assessments and the Annual
Report.
2. External audit
Regular updates from the
External Auditor on audit plans,
progress and findings; private
sessions with the External
Auditor (without management
present); and the
recommendation to the Board
toreappoint the External Auditor.
Annual assessment of
effectiveness.
3. Internal audit
Regular review of plans and
reports from internal audit
outsourced partners, and the
annual review of their
effectiveness.
4. Risk management and
internal controls
Reviewing initiatives to
strengthen the internal control
framework and implementation
of the next phase of our new
global financial system, as well
asregular updates on risk
management, cyber security,
compliance (including sanctions)
and litigation.
5. Governance
Various matters including the
annual review of the Audit and
Risk Committee’s effectiveness
and its Terms of Reference.
Read more
The skills and experience of
Committee members on pages
80 to 83.
The role and responsibilities of
the Committee on page 84.
The annual review of the
Committee’s effectiveness
onpages 96 and 97.
Click to find out more
The full Terms of Reference for
the Committee at www.
clarksons.com/home/investors/
corporate-governance
Martine Bond
Independent
Non-Executive
Director
Dr Tim Miller
Independent
Non-Executive
Director
Sue Harris
Audit and Risk
Committee Chair
Con Cotzias
Independent
Non-Executive
Director
At a glance
Supporting the
strategy through
our focus on
financial
reporting and
robust risk
management.
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Corporate Governance
The Audit and Risk Committee reviewed
the final draft of the Annual Report, and
paid particular attention to information
and disclosures in the report in relation
to our key risks, the financial review,
strategy, TCFD and section 172
reporting. The Audit and Risk
Committee also considered the Annual
Report holistically and satisfied itself on
the points to the right.
On the basis of the steps put in place by
management and its own review and
challenge of whether the information
necessary for shareholders and
stakeholders to assess the Group’s
position and performance, business
model and strategy was appropriately
disclosed, the Audit and Risk Committee
concluded that the 2025 Annual Report
is fair, balanced and understandable and
advised the Board accordingly. The
Board concurred with this view and the
statement confirming it can be found on
page 134.
Going concern and viability statement
The Audit and Risk Committee
considered and reviewed three
scenarios, with sensitivities, to assess the
going concern and the long-term
viability of the Group. The scenarios
reflected key financial drivers, broad
business and external market factors
and principal risks and their impact on
the Group’s performance 12 months
from the signing of the accounts and for
the three-year period ending
31 December 2028.
In preparing their analysis, management
used the Board-approved budget and
three-year monthly cashflows to
consider the compounding impact of
certain drivers of performance. The
viability assessment adopted a three-
year time period, which the Audit and
Risk Committee considered remained
appropriate. The early part of the
viability assessment was used to
support the adoption of the going
concern basis for the preparation of the
financial statements.
The Audit and Risk Committee was
satisfied that the preparation of the
financial statements on a going concern
basis remained appropriate.
Furthermore the Audit and Risk
Committee was also satisfied that the
viability assessment was robust and that
it could recommend it to the Board.
Further information about the going
concern and viability assessments is set
out on pages 74 and 75.
EXTERNAL AUDIT
The Audit and Risk Committee manages
the relationship with the External
Auditor on behalf of the Board. This
includes assessing its performance,
effectiveness and independence
annually; recommending its
appointment to the Board; and
approving its remuneration.
Appointment and tender
PwC has been the External Auditor
tothe Group since 2009 and was
reappointed as External Auditor in 2018
(in respect of the 2019 audit cycle)
following a competitive tender process.
As is required by regulation, PwC will be
subject to mandatory rotation following
the audit in respect of the 31 December
2028 year-end (the maximum
permissible term being 20 years).
During the year, the Committee
reviewed the timing for undertaking
anaudit tender process. Factors
considered included the potential
timeframe for succession planning for
the Committee Chair (who will have
served nine years on the Board in
October 2029), the retendering of
non-audit services and anappropriate
cooling in period for the new firm.
Asaresult, itis currently anticipated
that a tender process will beconducted
in respect of the 31 December 2028
year-end.
Audit planning
The Lead Audit Partner and the Group
Audit Director are invited to attend all
meetings of the Audit and Risk
Committee. At appropriate points in the
audit cycle, PwC presents reports to the
Committee on its plan and approach for
the full year audit and half year review
(including how audit quality will be
addressed), and the outcome of their
audit work. Prior to these meetings, PwC
engages extensively with management
to ensure that planning is aligned
appropriately with the key judgement
areas and to challenge management’s
assumptions, judgements and estimates.
The detailed reports that PwC presents
to the Audit and Risk Committee at the
full year and the half year allow the
Audit and Risk Committee to assess the
consistency of the work undertaken with
the audit plan; and the quality of the
audit, taking note of the level of
professional scepticism employed and
the degree of challenge of management.
AUDIT AND RISK COMMITTEE REPORT CONTINUED
FINANCIAL REPORTING
In reviewing the Company’s half year
and annual financial statements, the
Audit and Risk Committee considers the
overall requirement that the financial
statements present a ‘true and fair view’
and takes account of the following:
− The accounting policies and
procedures applied (see note 2 of the
consolidated financial statements on
pages 147 to 157)
− The significant issues set out to the
right. These areas were agreed as part
of the audit planning process and the
Audit and Risk Committee discussed
them in detail with management and
the External Auditor throughout the
year
− Material accounting assumptions and
estimates made by management set
out to theright
− Compliance with relevant accounting
standards and other regulatory
financial reporting requirements
including the UK Corporate
Governance Code and the European
Single Electronic Format (‘ESEF’)
regulation
− The effectiveness and application of
internal financial controls
− The External Auditor’s view of
management’s judgements (as set out
on pages 136 to 137).
The Company has complied with ESEF,
which requires the Annual Report to be
filed in a ‘tagged’ format. The Finance
department (which undertakes the
tagging) has provided the Audit and
Risk Committee with assurance as to the
process by which this has been
completed. The External Auditor is not
required to audit the tagging.
Fair, balanced and understandable
The Audit and Risk Committee advises
the Board as to whether the Annual
Report, taken as a whole, is fair,
balanced and understandable. In making
its assessment in respect of the 2025
Annual Report, the Audit and Risk
Committee considered that:
− The CFO & COO and Group Company
Secretary oversaw the production of
the Annual Report, with input and
review provided by a cross-functional
team of senior management
− The messaging and tone were agreed
at an early stage, and communicated
to all contributors to ensure
consistency between the narrative and
financial reporting
FAIR, BALANCED AND
UNDERSTANDABLE
ASSESSMENT
Is the Annual Report fair?
− Are we reporting on both our
successes and opportunities as
well as our difficulties and
challenges?
− Are the key messages in the
narrative highlighted
appropriately and reflected in,
and consistent with, the financial
reporting?
Is the Annual Report balanced?
− Is there a good level of
consistency between the
narrative reporting in the front
and the financial reporting in the
back of the report?
− Are the statutory and adjusted
measures explained clearly with
appropriate relative prominence?
Is the Annual Report
understandable?
− Is there a clear and
understandable framework to
the report?
− Do we explain our business
model, strategy and accounting
policies simply, using precise and
clear language?
− Is the layout clear with good
linkage throughout in a manner
that reflects the Company’s
performance and prospects?
SIGNIFICANT ISSUES CONSIDERED IN RELATION
TO THE 2025 FINANCIAL STATEMENTS
Carrying value ofgoodwill (Offshore
broking and Securities CGUs)
Area of focus
Determining whether an impairment
charge is required forgoodwill
involves significant judgements about
forecast future performance and cash
flows of cash-generating units
(‘CGUs’), including growth in revenues
and operating profit margins. It also
involves determining an appropriate
discount rate and long-term
growthrate.
Audit and Risk Committee review
and conclusion
The Audit and Risk Committee
discussed with management the
results of its analysis and evaluated
the appropriateness of the
assumptions used within its
impairment test model. Italso
considered appropriate stress testing
of assumptions.
The Audit and Risk Committee is
satisfied with management’s
assumptions and judgement, and
with the conclusions not to record an
impairment in any of the CGUs.
The Audit and Risk Committee
discussed with the External Auditor
the results of its testing, including its
review of the appropriateness of the
discount rate and growth
assumptions.
Carrying value of investments
(ParentCompany)
Area of focus
Investments in subsidiaries are
assessed annually to determine if
there is any indication that any of the
investments might be impaired.
Determining whether an impairment
charge is required by the Parent
Company in relation to its
investments in subsidiaries involves
significant judgements about forecast
future performance and cash flows of
the underlying investments, including
growth in revenues and operating
profit margins. It also involves
determining an appropriate discount
rate and long-term growth rate.
Audit and Risk Committee review
and conclusion
The Audit and Risk Committee
discussed with management the
results of its analysis and evaluated
the appropriateness of the
assumptions used within its
impairment test model.
The Audit and Risk Committee is
satisfied with management’s
assumptions and judgement, and
with the conclusion that no
impairment charge of the investments
insubsidiaries is required.
The results of the Audit and Risk
Committee’s review ofmanagement’s
testing were discussed with the
ExternalAuditor.
− The framework for the document was
reviewed to ensure that it would drive
a clear, balanced and understandable
report from a shareholder and
stakeholder perspective
− An extensive verification process was
undertaken to ensure factual accuracy
− The External Auditor reviewed drafts
of the Annual Report and presented
the results of its audit work to the
Audit and Risk Committee
− Board members received drafts of the
Annual Report for their review,
challenge and input which provided
an opportunity to ensure that the key
messages in the report were aligned
with the Company’s position,
performance and strategy, and
consistent with the financial results.
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Corporate Governance
A rolling three-year plan, which is
aligned to the principal risks and focuses
on the largest operational and
commercial risk areas, is in place to
ensure appropriate coverage of key
internal controls. The plan is approved
annually, but remains under review and
subject to change throughout the year
to reflect any changes in risk profile,
strategic and business objectives,
regulatory changes and the wider
external environment. Progress against
the plan is monitored by the Audit and
Risk Committee through regular updates
on activities and on the status of actions
arising from previous audits.
In 2025, audits carried out included UK
Payroll, Broking, Financial Controls
Testing and Marketing. No high-risk
issues were identified through the
course of the audits and implementation
of audit actions is being tracked through
regular updates to the Audit and Risk
Committee.
The Committee Chair meets separately
with Grant Thornton to receive updates
on planned and completed internal audit
activities. The Audit and Risk Committee
meets privately with Grant Thornton
without management present at least
once every year in order that Grant
Thornton can raise any issues directly.
The Audit and Risk Committee reviewed
the effectiveness of the internal audit
services provided by Grant Thornton
during the year. This assessment
focused on the purpose, processes,
AUDIT AND RISK COMMITTEE REPORT CONTINUED
Audit planning continued
The Committee Chair meets separately
with the Lead Audit Partner to consider
key issues and progress with the
external audit, whilst the Committee
meets regularly with PwC without
management to hear their views directly.
The significant issues considered in
relation to the 2025 financial statements
are set out on page 100. These areas
were agreed as part of the audit
planning process. The Audit and Risk
Committee has not requested that the
External Auditor review any further
areas falling outside of the scope agreed
at the start of the audit.
Effectiveness
Alongside ongoing review throughout
the year, the Audit and Risk Committee
conducts an annual assessment of the
effectiveness of the External Auditor
EXTERNAL AUDITOR EFFECTIVENESS REVIEW
Review area Conclusions
Planning and delivery
− The audit approach, plan and scope
− Delivery and performance against the audit plan
− Considering whether PwC is appropriately
focused on the most significant risk areas, and
the effectiveness of its review processes and
partner oversight.
− The audit partner and
team were confirmed to
be of a high quality
− A well planned and
delivered audit, with work
completed on schedule
and management
comfortable that any key
findings had been raised
appropriately
− Active engagement on
any misstatements and
appropriate judgements
on materiality
− Demonstrated a good
understanding of our
business, thewider
industry in which we
operate and the risks and
challenges we face
− Appropriate focus on the
areas ofgreatest financial
reporting risk
− Reporting to the Audit
and Risk Committee was
clear, open and thorough
− An appropriate level of
challenge during the
course of the audit,
withPwC and the Audit
and RiskCommittee
challenging
management’s
judgements and
assertions on key
accounting judgements.
Resources
− The qualifications, experience and expertise of
the audit team
− The availability of the necessary resources
− The audit team’s knowledge of the Company and
the environment in which theGroup operates.
Communications
− The communication and engagement between
management and PwC, and management’s
responsiveness to requests from PwC for
information
− The content and quality of PwC’s written reports
and contributions to the Audit and Risk
Committee’s discussions.
Challenge
− The extent to which PwC demonstrates
professional scepticism and challenges
management
− The confidence of the Audit and Risk Committee
in PwC’s judgements and its transparency with
the Committee.
Quality
− PwC’s quality control procedures and how these
support the delivery of a high-quality audit
− The latest FRC Audit Quality Inspection report on
PwC and actions being taken by PwC to address
the findings raised.
PWC INDEPENDENCE
PROCESSES
PwC’s annual independence letter
Provides the Audit and Risk
Committee with assurance over
theinternal control procedures
PwChas in place to safeguard
itsindependence and objectivity,
including confirmation that it
operates in accordance with the
ethical standards required of audit
firms, and that all its partners and
staff involved with the audit do not
have any links to the Group.
Non-Audit Services Policy
Mandates that the External Auditor
and their associated audit network
firms will not be used for any
non-audit services, other than
certain prescribed exceptions.
Theexceptions relate to where
services are required by statute or
regulation; or the local statute law
permits the provision of such
services, and the External Auditor
is best placed to preserve
thequality of the non-audit service
and there are limited feasible
alternatives.
Note 3 on page 159 provides
further information on the fees
paid to the External Auditor during
the year.
Policy on Employment of Former
Employees of the Statutory
Auditor
Requires the External Auditor’s
internal independence team to be
consulted if a Group company
wishes to consider employing a
person who has been a former
member ofthe audit team within
the past 24months. The Group has
not employed any former member
of the audit team or audit partners
during theyear.
performance and relationships with
Grant Thornton. The areas covered and
the conclusions reached are set out
below. The Committee concluded that
Grant Thornton remained effective.
At the time of GrantThornton’s
engagement, the appointment of an
outsourced partner had been agreed to
be the most effective approach to
supporting internal audit activities, and
the Committee is satisfied that the
current arrangements continue to
provide effective assurance over the risk
and control environment.
Clarksons Securities AS
(‘SecuritiesAS’)
Due to its regulated status, a separate
internal audit arrangement is in place for
our banking and finance operations
headquartered in Norway. During 2025,
KPMG performed this function on an
outsourced basis. The Securities AS
board approves the annual plan and
reviews the results of audits. An update
on activities was provided regularly to
the Audit and Risk Committee. There
were no significant issues identified
during the year.
and the external audit process. The
views of members of the Audit and Risk
Committee and management are
sought. The areas covered and the
conclusions reached are set out below.
Following its annual review of
effectiveness of the External Auditor,
theAudit and Risk Committee reported
its findings to the Board, concluding that
PwC remained effective and had
delivered a quality audit.
Independence
The Committee regards the
independence of the External Auditor
asabsolutely crucial in safeguarding the
integrity of the audit process. Processes
(as set out to the right) have been
implemented by both the Group and the
External Auditor to safeguard the latter’s
independence from the Company.
The External Auditor confirmed that
allpartners and staff involved with the
audit had complied with their ethics
andindependence procedures during
the year. No other areas of concern were
raised during the year, and the Audit and
Risk Committee remains satisfied that
the independence and objectivity of
PwC have been maintained.
INTERNAL AUDITOR EFFECTIVENESS REVIEW
Review area Conclusions
General
− The internal audit team is independent of management
− Internal audit meets our current needs
− Grant Thornton demonstrates that it understands its role is to provide the Audit
and Risk Committee with assurance over our internal controls.
− Grant Thornton is (and is perceived
to be) independent of management
− The internal audit partner and team
were confirmed to be of a high
quality
− Reporting to the Audit and Risk
Committee was of a good quality,
relevant and useful
− A well planned and delivered internal
audit programme which was
appropriate, aligned well with, and
further developed our risk
management and control
environments
− Grant Thornton has the necessary
flexibility and expertise to meet our
evolving needs and requirements
Relationships and communications
− The content and quality of Grant Thornton’s written reports and contributions to
the Audit and Risk Committee’s discussions
− The engagement of the internal audit partner with the Audit and Risk Committee.
Planning
− The alignment of the internal audit plan with our risk assessment process and
control environment, taking into account any emerging issues and any changes to
the internal audit plan were agreed with the Committee
− Appropriate coverage and furthers the development of our risk management and
control environment.
Delivery
− Delivery and performance against the internal audit plan
− The availability of sufficient resources, competencies and experience in specialist
areas to deliver the internal audit plan.
Auditor reappointment
Taking into account the review of
effectiveness and independence of
theExternal Auditor, the Audit and Risk
Committee recommended to the Board
the reappointment of PwC. Resolutions
reappointing PwC as External Auditor
and authorising the Directors to set the
Auditor’s remuneration will be proposed
at the 2026 AGM.
Statutory Audit Services Order
The Audit and Risk Committee confirms
its compliance for the year ended
31 December 2025 with the Competition
and Markets Authority’s Statutory Audit
Services for Large Companies Market
Investigation (Mandatory Use of
Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014.
INTERNAL AUDIT
Internal audit provides the Audit and Risk
Committee with independent assurance
over, and insight into, the effectiveness of
risk management systems, governance
processes and business controls.
Recommendations are made toaddress
any key findings and improve processes.
Group activities
Grant Thornton was appointed by
theAudit and Risk Committee as an
outsourced partner to provide internal
audit activities for the wider Group in
late 2018 following a competitive tender
process. Grant Thornton is considered
by the Audit and Risk Committee to be
independent.
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Corporate Governance
INTERNAL CONTROL FRAMEWORK
AUDIT AND RISK COMMITTEE REPORT CONTINUED
INTERNAL CONTROLS AND
RISK MANAGEMENT
Together with the Board, the Audit
andRisk Committee is responsible
forreviewing the adequacy and
effectiveness of the Group’s system
ofinternal control and the risk
management framework.
Internal controls
The Group’s system of internal control
allows the Group to safeguard its assets,
prevent and detect material fraud and
errors, and ensure accuracy and
completeness of its accounting records
which are used to produce reliable
financial information. It is designed to
manage and minimise, rather than
eliminate, the risk offailure to achieve
business objectives, and can only
provide reasonable and not absolute
assurance against material misstatement
or loss. Key features of our system of
internal control are set out on the
nextpage.
During the year, the Audit and Risk
Committee oversaw the following
actions to further strengthen our
internalcontrols:
− The completion of the final phase of
the implementation of our global
financial system, which is providing
significant improvements, efficiency
and transparency in our financial
control and reporting processes
− Ongoing review of the Minimum
Controls Framework, which was
enhanced during the year by the
implementation of improvements
suggested during an internal
auditreview
− In preparation for the new provision
29 under the UK Corporate
Governance Code (which will be
effective for the year ended
31 December 2026), a comprehensive
review of controls was undertaken to
rationalise the number of risks and
controls; identify those controls which
are deemed to be material; and review
the evidence available to monitor
those controls. This work is ongoing
and will remain an area of focus
in2026
− Investment in enhanced security
policies and training to combat
increased cyber risk.
Principal risks
The Audit and Risk Committee regularly
reviews the principal risks and actions to
mitigate them. No changes were made
to our principal risks during 2025.
Discussions during the year focused in
particular on the heightened geo-
political uncertainty and increased cyber
risk. The risk factors associated with
both macro-economic and geo-political
factors and cyber risk and data security
were increased during the year.
Risks from climate change remain a part
of our thinking and our strategy
explicitly seeks to work with our clients
to reduce the impact on the
environment of shipping globally. Risks
associated with climate change also
remain an area of focus for the Group’s
stakeholders, and form part of our risk
management processes.
The Audit and Risk Committee has
maintained its focus on our reporting
against the TCFD recommendations in
2025. The principal areas of focus have
been continuing to evolve our
sustainability framework (which will in
turn impact on our TCFD disclosures)
and on the approach to extending the
limited Scope 3 emissions on which we
already report. Work has continued to
assess all Scope 3 categories in relation
to our largest broking subsidiary, and to
satisfy the Committee of the robustness
of the Scope 3 data before it is
disclosed.
The sustainability reporting landscape
was marked by change and uncertainty
during the year. We continue to monitor
the latest developments in the EU and
UK sustainability reporting requirements
and consider the impact for the Group.
Aligned with disclosures in previous
years, both management and the Audit
and Risk Committee remain of the view
that climate change, whilst not a
principal risk for the Group, does give
rise to a number of risks and
opportunities, and is a thematic risk
which potentially impacts across a
number of our principal risks. Our
disclosures against the TCFD
recommendations can be found on
pages 69 to 71.
Further information on all of our
principal risks, the controls in place and
actions taken during the year to mitigate
them can be found on pages 63 to 67.
Compliance
The Audit and Risk Committee receives
updates at each meeting on compliance
with current and evolving regulatory
requirements, best practice and areas of
focus by the Compliance department.
These reports provide assurance to the
Audit and Risk Committee in respect of
the appropriateness of controls relating
to compliance with laws and regulations
in all jurisdictions in which the Group
operates. Sanctions regimes have
remained complex and continued to
evolve over the year, requiring increased
compliance oversight.
In order to support employees’
understanding of the standards of
conduct and ethics expected of them,
the Board has approved a Compliance
Code. This includes a suite of policies
that mitigate ethics and compliance
risks, which all employees and
contractors must comply with. Annual
training is provided which all employees
must complete. In addition, the Group’s
regulated businesses are subject to
further compliance requirements which
are set out in local compliance manuals.
Embedding of policies and processes is
supported by our global Compliance
department, which was further
strengthened during the year. The Audit
and Risk Committee is satisfied that the
Compliance department has the
necessary skills and experience to fulfil
its duties.
Further details regarding our policies
and procedures in relation to anti-
bribery and corruption, anti-money
laundering and sanctions can be found
on page 58.
Conclusion
The annual review of risk, controls
andrisk management processes
wasoverseen by the Audit and Risk
Committee. On the recommendation
ofthe Audit and Risk Committee,
theBoard concluded that:
− The Group’s systems of internal
control and risk management were
appropriately designed and operated
effectively during the year
− No significant control deficiencies had
been identified during the year
− The residual risks fall within the risk
appetite for the Group
− Given the comprehensive nature of
the annual formal assessment of risks
and the regular monitoring throughout
the year, it was satisfied that there
were no significant known emerging
risks which could materially impact on
the achievement of the Group’s
strategic objectives in the near term.
Governance framework
A defined schedule of matters reserved for the
Board, which is reviewed by the Board annually,
supported by a governance framework with
defined responsibilities and authorities.
Read more
See Governance Framework on page 84.
Operating framework
Delegated
authorities
An organisational structure
with clearly defined levels
ofauthority, which are
documented through
amatrix of delegated
authorities.
Staff awareness Documented policies and
procedures, which have
been communicated across
the Group.
Financial
controls
A robust system of financial
reporting and business
planning.
A Minimum Controls
Framework which sets
outthe minimum level
offinancial controls that
should be operated
throughout the Group.
IT controls Applied to applications,
databases and operating
systems, to ensure
appropriate access to,
andintegrity of data.
A robust back-up system.
Risk management framework
Risk
identification
and monitoring
An embedded risk
management process,
underpinned by associated
controls, which includes
monitoring and assessing
current and emerging risks
and regular review of the
riskregister.
Risk culture A flat management structure
and culture of open
communication encourages
employees to highlight
emerging risks and suggest
improvements to existing
processes and controls.
Promotion of awareness
ofkey policies amongst
theworkforce through both
internal online training and
anannual requirement for
employees to confirm that
they have read and will
comply with the Compliance
Code, in which internal
policies are documented.
Read more
Risk management on pages 59 to 67.
Assurance framework
Provides independent assurance over the controls in place.
Internal audit An internal audit plan focused
on key risk areas and Audit and
Risk Committee oversight of
the outcomes, including any
actions which have been
satisfactorily completed and
those which are outstanding.
External audit Observations from the
External Auditor on internal
controls (including financial
and IT controls) as part of
thefull year audit and the
halfyearreview.
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DIRECTORS’ REMUNERATION REPORT
Composition and meeting attendance
Meetings
Dr Tim Miller (Chair)
1
4/4
Martine Bond 4/4
Laurence Hollingworth
2
3/4
1 Prior to his appointment, Dr Tim Miller had served on a remuneration committee for at least
12 months, and has previously served on (and chaired) the remuneration committee of other
organisations.
2 Mr Hollingworth recused himself from one meeting where his own remuneration was under
discussion.
Other regular attendees at meetings include:
− CEO and CFO & COO
− Group Head of HR
− Group Company Secretary
− Remuneration Committee advisor
HOW THE REMUNERATION COMMITTEE SPENT ITS TIME
1
2
3
4
5
1. Individual remuneration
arrangements 14%
2. Performance-related
incentive schemes 20%
3. Remuneration in the wider Group 29%
4. Strategy (including shareholder
engagement) 23%
5. Governance 14%
1. Individual remuneration
arrangements
Confirmation of remuneration
outcomes in respect of 2024 for
the Executive Directors, including
the non-discretionary bonus
outturn and the assessment of
non-financial objectives for the
CFO & COO.
2. Performance-related
incentive schemes
Including 2024 bonus outturn,
performance measures and
targets for the 2025 performance
year, and parameters and
quantum of awards to be made
under the LTIP in 2025.
3. Remuneration in the
widerGroup
Annual review of workforce
remuneration and gender pay
gap reporting.
4. Strategy (including
shareholder engagement)
Review of the Company’s
remuneration arrangements in
the context of the wider market;
and shareholder engagement
strategy ahead of, and following,
the 2025 AGM. Planning for the
Directors’ Remuneration Policy
renewal.
5. Governance
Various matters including
theannual review of the
Remuneration Committee’s
effectiveness, its Terms of
Reference and the annual
reviewof the effectiveness
oftheRemuneration
Committee’sadvisor.
Read more
The skills and experience
ofCommittee members
onpages 80 to 83.
The role and responsibilities
ofthe Committee on page 84.
The annual review of the
Committee’s effectiveness
onpages 96 and 97.
Click to find out more
The full Terms of Reference
forthe Committee at www.
clarksons.com/home/investors/
corporate-governance
Martine Bond
Independent
Non-Executive
Direector
Dr Tim Miller
Committee Chair
At a glance
Incentivising
ourexecutives
to drive the
delivery of
ourstrategy.
Laurence
Hollingworth
Chair
Dr Tim Miller
Remuneration
Committee Chair
Our approach has led to
consistent delivery of
exceptional returns to
shareholders through a
clear alignment between
performance and reward.
Dr Tim Miller
Remuneration Committee Chair
CHAIR’S ANNUAL STATEMENT
On behalf of the Board, I am pleased to
introduce the Directors’ Remuneration
Report for the year ended 31 December
2025.
Wider context
As outlined in the Chair and Chief
Executive Officer’s reviews, 2025 was a
year of extraordinary geo-political and
economic complexity. Shipping markets
were impacted by factors including the
imposition of tariffs, ongoing sanctions
and regional conflicts, all of which
disrupted the movement of goods and
global freight via established trade
routes and created a lack of clarity of
outlook. Nonetheless, the Company
performed resiliently and the various
investments we have made over many
years in people, technology and data
enabled the Company to respond to
those challenges and continue to
support our clients. Nonetheless,
although profits were down with
underlying profit before taxation
1
of
£90.6m (2024: £115.3m) and reported
earnings per share standing at 214.0p
(2024: 277.1p), the strength of the
business was reflected through
increased free cash resources
1
of
£232.0m (2024: £216.3m) and a growing
forward order book of US$244m.
The Company maintained its progressive
dividend policy, increasing the annual
dividend for the 23rd consecutive year
to 112p. While subject to various external
pressures, the Company performed well
as evidenced through the continued
delivery of superior total shareholder
returns (‘TSR’) with a 10-year TSR of
126% (compared with 70.9% for the
FTSE 250) and approximately 29.2%
over the last three years (compared with
32.0% for the FTSE250).
The resilient performance of the
business is the direct result of a clear,
innovative and well-executed strategy
driven by our Executive Directors and
the Board. These results have been
achieved by focusing on all aspects of
the business, being thought leaders in
the evolution of our industry and
ensuring the Company is positioned to
benefit from market opportunities whilst
at all times maintaining the highest
levels of client service and regulatory
standards. These results reflect decisions
taken over many years to invest in
people, technology and data, together
with corporate acquisitions, to broaden
our product, sector and global offer.
We understand that our pay
arrangements have not accorded with
standard FTSE 250 practice for many
years and we were pleased to see the
increased recognition of shareholders
and the leading shareholder bodies that
a one-size fits all approach is not
necessarily appropriate and that pay
arrangements should reflect a
company’s strategy and culture.
AtClarksons, our pay arrangements are
embedded across the Group as a whole
and, consistent with other brokerage
businesses, include a substantial
component of annual bonus linked to
individual contribution to overall
profitability (in the form of actual or
quasi-commission arrangements).
Thepay of our Executive Directors
reflects these norms although,
importantly, balanced through the very
significant shareholdings which our
Executive Directors have built up over
many years. In the view of the
Committee, this has been instrumental in
delivering outstanding shareholder
value, and incentivising and retaining our
highly effective and long-serving
Executive Directors. Those shareholders
who have held our shares for an
extended period understand the market
in which we operate and the success of
the Directors’ Remuneration Policy (the
‘Policy’), both in our specific context and
against the delivery of the strategy.
Wehope that our performance and the
success of the business again justifies
our shareholders’ support.
It should also be noted that, while
Clarksons is a UK-listed FTSE 250
company, over recent years it has grown
to become a truly global enterprise with
68 offices, 57% of revenues generated
outside the UK and a significant number
of its highest paid employees based
outside the UK. When considering the
overall competitiveness of its
remuneration arrangements, it is
important for the Committee to ensure
that its pay arrangements serve to
incentivise and retain colleagues across
those diverse locations while
maintaining the integrity of a global
bonus pool. To protect shareholders, this
has also been achieved in the context of
holding fixed pay levels to the extent
practical (as evidenced through the CEO
not receiving a salary increase since his
initial appointment in 2008).
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Corporate Governance
Performance and reward for 2025
Our full year performance bonuses were,
as in previous years, based on a bonus
pool linked to Group underlying profit
before taxation
1
targets, which
essentially operates as a profit-sharing
arrangement. At the beginning of 2025,
and in keeping with previously
successful years where bonus thresholds
were increased, the Remuneration
Committee assessed the threshold levels
for 2025 and increased them by 4.5%.
Bonus levels directly flowed from
adjusted profits with bonuses 30% lower
than in 2024 compared with the 21%
reduction in underlying profit before
taxation
1
, which fundamentally aligns the
experience of our Executive Directors
with that of our shareholders.
The awards granted to the Executive
Directors under the Long Term Incentive
Plan (‘LTIP’) on 20 April 2023 were
subject to challenging absolute EPS and
relative TSR performance targets. In
2025, the performance of the Group was
such that a 27% vesting was achieved.
Our Executive Directors have both
served the Company since 2006, and
this is therefore the 17th year whereby
long-term incentives were capable of
vesting. During their tenure, shares
dependent on EPS targets have fully
vested in only four years, partially vested
in three years and lapsed completely in
10 years and shares dependent on TSR
targets have fully vested in five years,
partially vested in 11 years and lapsed
completely in one year. Consequently, on
only two occasions during the tenure of
our current Executive Directors, has the
LTIP vested in full, confirming that the
targets set for the LTIP are stretching
and challenging.
On assessing the outturn, the
Remuneration Committee was satisfied
that this was appropriate.
Policy renewal
UK law requires the Policy to be
renewed at least every three years. As
the last renewal was at the 2023 AGM,
itis due for renewal at the 2026 AGM.
We recognise that our Policy is unusual
but, as evidenced above, continue to
believe it serves shareholders well and
should be renewed. The LTIP award
levels have been constant at 150% of
salary since 2007. The Committee feels
that this has now fallen too far below
market norms and, therefore, is seeking
authority to increase this to 250%.
Otherwise, the Policy is unchanged
except for minor clarifications.
In preparing for the 2026 Policy renewal,
the Remuneration Committee and the
Board again carefully considered
whether changes to the Policy to bring
it more in line with other UK-listed
companies were both in the interests of
shareholders and, indeed, contractually
achievable. Any change would go to the
core of our business model and this was
therefore not simply a normal triennial
renewal. We have continued to consult
extensively with shareholders, other
stakeholders and external legal, market
and remuneration advisors over the last
three years, as has been our practice
previously.
The current model has served the
Company and its shareholders very well
for many years and is necessary to
retain our current highly performing
executives who fulfil dual roles as both
conventional executive directors but also
key operational executives in the
business.
The conclusion that both the Board and
the Remuneration Committee continue
to reach is to maintain the current pay
model for incumbent Executive
Directors but, importantly, to retain the
following commitments previously made
in the Policy for new executive director
appointments:
− Capping the annual bonus opportunity
− Deferring a greater proportion of the
annual bonus
− Providing for compensation for fixed
pay only on severance
− Not including any enhancement on a
change of control
− Ensuring that the rate of any employer
pension contributions will be aligned
with that available to the majority of
the wider workforce in the UK (or any
other country in which the executive is
based).
The announcement in September 2025
of the CFO & COO’s planned retirement
has caused the Remuneration
Committee to consider how this may
operate in practice with a formal process
underway to replace the CFO and COO
roles. The Remuneration Committee will
ensure that it follows the Policy while
ensuring that we are able to recruit the
best available talent and continue to
recognise the Company’s distinctive
culture and approach to reward which
has contributed to consistent market
out-performance over many years.
Rationale for retaining the current
arrangements for our incumbent
Executive Directors
It is helpful to summarise our reasons for
honouring the current arrangements for
our incumbent Executive Directors.
− The current model has served the
Company and its shareholders very
well for many years.
− The Board believes that it is in the
interests of all stakeholders to retain
the services of the Executive Directors.
− The current executives perform dual
roles as both (i) the typical role of a
listed company executive director; and
(ii) leading operational executives in
the core business. They have done this
for over 10 years.
− The current executives each have
binding contracts of employment, and
unilaterally changing the terms of the
Policy would be a breach of contract.
− The ramifications of breaching the
executives’ employment contracts
would create a number of significant
risks to the business.
− The Company operates a consistent
approach Group-wide with
substantially all colleagues
participating in bonus arrangements
linked to commission or profit-sharing.
− Honouring contractual commitments
is at the core of Clarksons’ culture.
The Board has therefore determined
that, recognising the principle of comply
or explain, the correct approach is to
explain to shareholders the issues and
why, with respect to the existing
executives, the current Policy should
remain in place.
Both Andi Case and Jeff Woyda have
proven to be exceptional leaders for our
Company, and can be credited with
developing and executing the strategy
which has seen Clarksons develop into
the industry leader that it is today,
operating from over 60 offices across
25countries, creating a team which has
grown from 600 to over 2,250 people
and securing a leading position in all
market sectors.
The way in which remuneration and
contractual commitments have been
handled has been central to the
Company’s success and has served
shareholders very well since Andi
became CEO in 2008 and Jeff became
CFO in late 2006 (and also became
COO in 2015). During their tenure at
thehelm:
− Clarksons’ share price has increased
from a low point in December 2008,
following the credit crunch and
collapse of freight rates, of £3.20 to
£38.15 (as at 31 December 2025), a
1,092% increase in absolute terms, and
an outperformance of the FTSE 250
by 828% over the same time.
− Ordinary dividends have increased by
160%, in line with our commitment to
a progressive dividend policy which
has been unbroken for 23years.
− £342.4m has been paid in dividends
to shareholders.
As is evident here, and is recognised
bythe Board, Andi and Jeff are each
performing two roles (the more typical
role of a listed company executive
director but also that of being leading
operational executives in the core
business, which they have done for
over15 years) and they are rewarded
accordingly in line with their Board-
approved contracts of employment.
TheBoard believes that it is neither
feasible nor commercially appropriate
tomake immediate changes to the
current arrangements for the incumbent
Executive Directors for the following
reasons:
− Andi and Jeff have binding long-term
contractual terms. Attempting to
break these would not only breach
long-standing contractual
arrangements but go against the
principles and values on which
Clarksons has been built and therefore
would send a very negative message
to multiple stakeholders, particularly
our employees and clients but also to
our shareholders, if such changes
negated covenants.
− The Board cannot oblige Andi and
Jeff to agree to changes to their
contractual terms and does not
believe that they should be penalised
for dual roles which make a significant
contribution to the Company.
− Our pay arrangements across the
Group as a whole are in line with
commission-based businesses,
including other leading shipbroking
businesses. Moreover, Andi and Jeff
have, during their employment at
Clarksons, conducted themselves in a
manner to ensure their remuneration
is appropriate in the context of the
rest of the senior management team
and shareholders’ interests.
Accordingly, both the Remuneration
Committee and the Board consider that
it is in the interests of shareholders to
maintain the successful pay
arrangements for our current Executive
Directors which meet our contractual
obligations, and to secure their
continued commitment through this pay
structure for as long as they continue to
perform at their current exceptionally
high levels.
The proposed new Policy being
submitted to our shareholders at the
2026 AGM is therefore largely
unchanged from prior policies and
remains subject to the commitments
regarding the appointment of new
executive directors.
Pay model
Over the last two decades, the
Company’s remuneration approach has
supported the consistent delivery of
strong shareholder returns by
maintaining a clear and transparent
alignment between performance and
reward. While our model is unusual in
the context of a UK-listed company, it
reflects established practice in
shipbroking and, more broadly, in a
number of brokerage-led and other
financial services businesses.
A distinguishing feature of our approach
is a profit-linked bonus structure, with
awards determined by reference to fixed
percentages of profit. This creates a
direct connection between Company
performance and executive outcomes,
and aligns closely with the shareholder
experience. Importantly, while the plan
does not apply an explicit monetary cap
on individual awards, it is intrinsically
constrained by the level of profitability
delivered.
This alignment has been evident in the
current year: executive pay outcomes
are approximately 30% lower, reflecting
the fact that profits are down around
21%, demonstrating a strong link
between pay and the performance
delivered for shareholders.
We believe that substantially all
brokerage firms offer these
arrangements and it is here that we
compete for talent (rather than against
other FTSE 250 companies generally).
We continue to believe that this model
has served the Company and its
shareholders very well over many years,
being a clear contributor to the
Company growing to become the clear
number one shipbroker globally. When
assessing the effectiveness of these
arrangements, it is essential to note that:
− The Company only has one other
UK-listed competitor (and of a much
smaller scale), with its principal
competitors, against which it
competes for talent, being privately-
owned firms.
− Our CEO’s prime role is as the
Company’s leading broker with direct
responsibility for a significant
proportion of the Company’s revenue
(albeit increasingly in conjunction with
other leading brokers given his
commitment to developing
colleagues).
It would not be practical to employ a
globally recognised broker without a
market-competitive bonus plan which
recognises their contribution to overall
performance.
Shareholder engagement
The Committee continues to respect the
long-term contractual arrangements in
place for incumbent executives. We
welcome recent updates to guidance
from institutional shareholder bodies,
which recognise that each listed
company should operate a remuneration
model that reflects its culture and
commercial needs.
For several years, we have taken
aproactive approach to shareholder
engagement, meeting with our largest
shareholders at least annually. Over
thelast three years, we have engaged
with more than 30 of our largest
shareholders, on multiple occasions
insome cases. We are grateful for the
time and input they have committed
tothis process.
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Corporate Governance
Even where shareholders have not
supported our position, feedback has
consistently recognised the importance
of honouring contractual commitments
and maintaining a clear link between
performance and reward. We consider
these meetings critical, both to explain
our approach and to sustain an open
and constructive dialogue on potential
developments. In the main, particularly
when we meet the fund managers
themselves, we find there is an
increasing acknowledgement that our
approach truly enhances shareholder
value and a frustration when generic
voting policies prevent their full support.
We have also engaged with the main
proxy agencies and met with them over
this extended period.
Implementation of the Directors’
Remuneration Policy in 2026
The Policy will be implemented in 2026
for Executive Directors as follows:
− Salary: There will be no change to
Executive Directors’ salaries. This
means that the CEO’s salary is
unchanged since his appointment as
CEO in 2008, and the CFO & COO’s
remains unchanged since 2015.
− Annual bonus: Performance bonuses
continue to be linked to the Group’s
underlying adjusted pre-tax profits for
the year. No bonuses are payable to
Executive Directors below a threshold
level of profit. The CFO & COO’s share
of the pool varies depending upon the
Remuneration Committee’s
assessment of the delivery of his
personal objectives, as explained in
more detail in the main report. These
objectives reflect both his contribution
to business success and to meeting
the Group’s strategic priorities.
− LTIP: The Executive Directors will
receive LTIP awards equivalent to
150% of base salary in 2026 and,
assuming the Policy is approved, a
further grant of 100% of salary, subject
to the same performance conditions,
following the AGM. The performance
targets will be, as in prior years, 50%
based on EPS in the final year of the
three-year performance period and
50% based on relative TSR measured
independently over the three-year
performance period. The EPS
performance target has been set at a
threshold of 240p to a stretch target
of 275p in 2028. The TSR target will
continue to be measured relative to
the performance of the constituents
of the FTSE 250 Index (excluding
investment trusts). Any vested shares
from the 2026 performance-related
LTIP grants will be subject to a
two-year post-vesting holding period.
− Share ownership guidelines:
Aguideline of two times salary will
continue to apply for Executive
Directors.
Applying a consistent approach to our
pay arrangements over many years has
both provided a clear incentive for the
executives to deliver for our
shareholders over time and has led to
the build-up of significant shareholdings
(approximately 42 times and 14 times
salary for the CEO and CFO & COO
respectively), which is significantly
higher than typical FTSE 250 levels and
which, in turn, reaffirms alignment with
shareholders. This alignment is further
reinforced by the existence of clawback
provisions, four-year bullet vesting of
deferred shares and a two-year post-
vesting holding period on LTIP awards.
Jeff Woyda will retire as CFO & COO
during 2026. As a retiree, he will be a
good leaver and retain his outstanding
LTIP and deferred bonus awards, with
the LTIP awards pro-rated appropriately.
He will be paid in the normal way
through to retirement (including
participation in the bonus plan and the
two LTIP grants anticipated for 2026)
and will not receive any payments for
loss of office.
As stated earlier in this letter, the
arrangements for the new executive
director will meet the additional
commitments outlined on page122.
All-employee remuneration matters
The Board remains committed to giving
as many employees as possible the
opportunity to share in the Group’s
success through all-employee share
plans, and I am delighted that, over the
last few years, we have been able to
extend invitations to participate in our
ShareSave plans (or plans which operate
in a similar way) to around 73% of our
employees globally. We continue to
strive to give as many colleagues as
possible the opportunity to become
shareholders in the Company.
While the Executive Directors
themselves have not received salary
increases since appointment to their
current roles, the Company continues
torecognise the need to pay other
employees appropriately and 87%
oftheworkforce received bonuses
for2025 with 54% receiving salary
increases.
Conclusion
The remuneration outcomes detailed
inthis report reflect the robust
performance of the business in a year
ofimmense complexity, led by our
Executive Directors. The results are
proof of the successful execution of the
strategy which benefits all stakeholders
and is the driver of the Policy. We trust
that you will vote in favour of both
remuneration-related resolutions at the
2026 AGM and we look forward to your
support.
I, together with the Chair of Clarksons,
will be engaging with major
shareholders in the coming weeks.
Should you wish for a meeting, or have
any questions or comments, please
contact me through the Group
Company Secretary at
company.secretary@clarksons.com.
Dr Tim Miller
Remuneration Committee Chair
6 March 2026
1 Classed as an APM. See pages 205 and 206
for further information on APMs.
ANNUAL REPORT ON REMUNERATION
Implementation of the Directors’ Remuneration Policy for 2026
Base salary
No changes have been made to the base salaries of the Executive Directors for 2026, and salaries therefore remain
as set out below:
1 January
2026
£000
1 January
2025
£000
%
change
Andi Case 550 550 0%
Jeff Woyda 350 350 0%
Taxable benefits
The taxable benefits received by the Executive Directors in 2025 included a car allowance, private medical insurance and club
memberships. No material changes to taxable benefits are proposed for 2026.
Annual bonus for 2026
The annual bonus opportunity for 2026 will be calculated on the same basis as in previous years and will continue to be based
on a bonus pool derived from Group profit before tax as follows:
− Below a ‘profit floor’ set by the Remuneration Committee: no bonus is triggered
− Above the profit floor: an escalating percentage of profits is payable into a bonus pool for progressively higher profit before
tax performance.
As in 2025, the share of the executive bonus pool allocated to the CFO & COO will, in part, be determined by performance
against a series of non-financial, strategic and operational objectives.
The profit floor and thresholds for 2026 have not been disclosed on a prospective basis as these are considered to be
commercially sensitive, although disclosure will be provided retrospectively.
Consistent with the policy applied to the majority of senior employees, 90% of the bonus payable will be paid in cash with 10%
deferred into restricted shares, which vest four years after grant subject to continued employment and good leaver provisions
under the rules of the Long-Term Incentive Plan. The Executive Directors have agreed to this deferral, although they have no
contractual obligation to defer bonuses. Clawback provisions will continue to apply in circumstances of misstatement or error.
Long-term incentive awards to be granted in 2026
Consistent with past practice, it is envisaged that:
− Executive Directors will receive LTIP awards over shares worth up to 150% of base salary and, assuming the Policy is
approved, further awards over shares worth up to 100% of base salary, subject to the same performance conditions, following
the AGM
− The vesting of 50% of the awards will be determined by the Company’s Earnings Per Share (‘EPS’) for 31 December 2028,
asshown in chart (I) on the next page. The EPS for 2025 is shown (blue line) for reference
− The vesting of the remaining 50% will be determined by the Company’s Total Shareholder Return (‘TSR’) performance from
1 January 2026 to 31 December 2028 against the constituents of the FTSE 250 Index (excluding investment trusts), as shown
in chart (II) on the next page. The level of TSR achieved against the FTSE 250 Index over the last three-year cycle is shown
(blue line) for reference.
EPS and relative TSR are considered to be the most appropriate measures of long-term performance for the Group, in that they
ensure executives are incentivised and rewarded for the earnings performance of the Group as well as returning value to
shareholders.
The awards will be subject to clawback provisions and a two-year post-vesting holding period.
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100%
75%
50%
25%
0%
226p 240p 275p
% of EPS award vesting
(50% of award)
EPS target (pence) for FY ended 31 December 2028
for the 2026 award
100%
75%
50%
25%
0%
Median Upper quartile 1st place
% of TSR award vesting
(50% of award)
TSR ranking at end of three-year performance period
Corporate Governance
The Remuneration Committee has carefully considered the EPS range for the 2026 awards and believes the 240p to 275p range
is stretching against market consensus and the actual 2025 EPS delivered.
Fees for the Non-Executive Directors
Fees for the Non-Executive Directors (including the Chair) for 2026 are as set out below. Supplementary fees are paid in
respect of certain additional duties.
2026
£000
2025
£000
%
change
Chair 235 225 4%
Non-Executive Director 66 64 3%
Chair of Committee
1
19 19 0%
Senior Independent Director
1
19 19 0%
Employee Engagement Director
1
15 15 0%
Chair of the Trustees of staff pension schemes
1
15 15 0%
1 Supplementary fee payable to the Chairs of the Audit and Risk Committee and the Remuneration Committee, the Senior Independent Director,
theEmployee Engagement Director and the Chair of the Trustees of staff pension schemes.
(I) EPS Target range for 2026 awards (50% of award) (II) TSR Target range for 2026 awards (50% of award)
2025 EPS
Vesting schedule for 2026 awards
Actual result in last three-year TSR cycle
TSR performance range
Single total figure tables (audited)
The following tables set out the total remuneration paid to the Directors for the years ended 31 December 2025
and31 December 2024. We consider Clarkson PLC Directors to be the only key management personnel.
Executive Directors
2025
Base salary
£000
Taxable
benefits
1
£000
Pension
2
£000
Total fixed
remuneration
£000
Performance-
related
bonus
3
£000
Long-term
incentives
4
£000
Total variable
remuneration
£000
Total
remuneration
5
£000
Andi Case 550 17 72 639 7,774 288 8,062 8,701
Jeff Woyda 350 12 46 408 2,011 184 2,195 2,603
Total 900 29 118 1,047 9,785 472 10,257 11,304
2024
Base salary
£000
Taxable
benefits
1,6
£000
Pension
2
£000
Total fixed
remuneration
£000
Performance-
related bonus
3
£000
Long-term
incentives
7
£000
Total variable
remuneration
£000
Total
remuneration
£000
Andi Case 550 17 72 639 11,098 698 11,796 12,435
Jeff Woyda 350 16 46 412 2,870 444 3,314 3,726
Total 900 33 118 1,051 13,968 1,242 15,110 16,161
1 Taxable benefits comprises the gross value of any benefits paid to the Director, whether in cash or in kind, prior to UK income tax being charged.
Furtherdetails are provided on page 111.
2 Pension paid as a cash supplement. Further details are included on page 118.
3 Performance-related bonus represents the value of the total bonus, prior to any sums being deferred into shares. See page 114 for further detail
onthe2025 bonus outcome.
4 Further detail regarding the vesting outcome is included on page 115.
5 In the year ended 31 December 2025, the aggregate remuneration paid to all Directors who served during the year in respect of qualifying services
(comprising salary/fees, taxable benefits, cash contributions to pension arrangements and performance-related bonus) was £11.5m.
6 The following item has been included under taxable benefits in 2024 only:
− Participation by Jeff Woyda in the ShareSave Plan. Where the average share price over Q4 in the year of grant is higher than the option price,
participation is included under taxable benefits. On this basis, participation in the 2024 invitation is included above in the 2024 table. Further detail
can be found onpage 116.
7 The vesting outcome has been restated based on the actual share price on the date of vesting (22 April 2025, £31.20), having been estimated inthe2024
Annual Report based on the average share price over the period 1 October 2024 to 31 December 2024.
Non-Executive Directors
Fees
1,2,3
£000
Appointment date
(if later than
1Jan 2024)
Resignation date
(if earlier than
31Dec 2025) 2025 2024
Current Directors
Martine Bond 64 62
Constantin Cotzias 5 Aug 2024 64 25
Sue Harris 101 99
Laurence Hollingworth 225 210
Dr Tim Miller 98 95
Heike Truol 79 77
Former Director
Birger Nergaard 9 May 2024 – 21
Total 631 589
1 Annual fee for the Chair increased from £210,000 to £225,000 in March 2025 with effect from 1 January 2025.
2 Annual fee for the Non-Executive Directors increased from £61,500 to £64,000 in March 2025 with effect from 1 January 2025.
3 The fees paid to the Non-Executive Directors relate to the period for which they held office.
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Corporate Governance
Annual bonus targets (audited)
Consistent with the way in which it operated in prior years, the annual bonus for 2025 was based on the allocation of the
following pool:
Executive Directors: bonus pool
Underlying profit before taxation and bonus (£104.81m)
% of pre-
bonus profit
If profit < £37.25m 0%
If profit > £37.25m then £0m – £74.49m 8%
If profit > £74.49m then £74.49m – £86.85m 12%
If profit > £86.85m then on profits > £86.85m 13%
This formula generated a pool of £9.8m, with the CEO entitled to 79.5% of the pool and the CFO & COO entitled to 17.1% to
20.5% of the pool (dependent on delivery of his personal objectives). The pool operated in exactly the same way as in prior
years. The above percentages reflect the proportion of the pool payable to the Executive Directors only. For ease, the
percentages in the above table have been rounded to the nearest whole number.
The discretionary element of the CFO & COO’s bonus for 2025 was dependent on personal performance against non-financial
objectives set by the CEO and approved by the Remuneration Committee. The objectives set and a summary of achievements
against those objectives are set out below.
Objective Key achievements
ESG − Completion of the first phase of the development of a double materiality assessment in
preparation for compliance with the (now paused) Corporate Sustainability Reporting
Directive
− Refreshing the Group’s TCFD assessment through a thorough climate scenario analysis
− Continued focus on charitable giving through The Clarkson Foundation:
− Committed grants of £1.3m made during the year
− Significant progress made with major projects
Technology − Oversight and implementation of an organisation-wide technology strategy to deliver
enhanced IT strategic progress across product development in Sea, next generation tools for
trade for brokers and the optimisation of user-end experience for all employees
− Continued progress on the implementation and embedding of Workday Financials:
− Core platform rolled out to a further three countries
− Integration of further modules to automate tasks and enhance the control environment
Group development − Focus on investment opportunities and corporate development across all divisions
− Continued focus on succession planning for Group roles, including the hire of the Group
Chief Technology Officer
Risk and compliance − Initiation of a Group Resilience project
− AML risk assessment completed
− Continued to build on relationships with regulators globally
Following consideration of the recommendation from the CEO with regard to the CFO & COO’s performance against his
personal objectives, the Remuneration Committee decided to award the CFO & COO the maximum 20.5% of the bonus pool.
The bonus is paid 90% in cash and, although they have no contractual obligation, the Directors have agreed that 10% of the
bonus will be deferred into shares, which vest after four years subject to continued employment and good leaver provisions
under the rules of the Long-Term Incentive Plan. Both the cash and share element of the bonus are subject to clawback where
overpayments may be reclaimed in the event of misstatement or error.
Long-term incentive award vesting (audited)
Long-term incentives relate to awards granted on 19 April 2023 which vest in April 2026 based on performance over the
three-year period to 31 December 2025. The performance conditions attached to these awards and actual performance against
these conditions are as follows:
Long-term incentive awards: performance outturn
Performance measure Performance condition
Threshold
target
Stretch
target Actual % vesting
EPS (out of 50%) 25% of award vesting at threshold up to
100% of award vesting at stretch on
straight-line basis
272p 316p 226p 0
TSR relative to the
constituents of the FTSE 250
Index (excluding investment
trusts) (out of 50%)
25% of award vesting at threshold up to
100% of award vesting at stretch on
straight-line basis
Median Upper
quartile
Between
median
and upper
quartile
27.19
Total vesting (out of 100%) 27.19
The awards vested as follows:
Long-term incentive awards: vesting outcome
Executive Directors
Number of
options
granted
Number of
options to
vest
Number of
options to
lapse
Estimated
value of
vested
shares
1,2
£000
Andi Case 26,829 7,293 19,536 288
Jeff Woyda 17,073 4,641 12,432 184
1 The estimated value of the vested shares is based on the average share price over the three-month period from 1 October 2025 to 31 December 2025
(£36.47). Cash accrued in respect of dividend equivalents payable on vested shares is also included in the estimated value. The awards will vest on
20April 2026. The value of the vested shares will be restated based on the actual share price on the date of vesting and disclosed in the single figure
table in the 2026 Annual Report.
2 The awards were granted on 20 April 2023 based on the average share price over the period 17-19 April 2023 (£30.75). The average share price over the
final three months of the financial year was £36.47, and therefore £41,707 of Andi Case’s vesting amount and £26,541 of Jeff Woyda’s vesting amount is
attributable to share price growth. The value of the dividends as a proportion of the total value of awards vesting is 7.8% (Andi Case £22,462 and Jeff
Woyda £14,294).
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Corporate Governance
Scheme interests (audited)
The table below sets out the scheme interests held by the Executive Directors:
Director Type of award
1
Date of grant
No. of
shares under
award
(01/01/25)
Granted
during
2025
Vested
during
2025
2
Lapsed
during
2025
Exercised
during
2025
2
No. of
shares under
award
(31/12/25)
Exercisable
from and/or
vesting date
Andi
Case
Deferred Award 13 Apr 21 8,253 – 8,253 – – – 13 Apr 25
Performance Award 19 Apr 22 23,557 – 20,499 3,058 20,499 – 19 Apr 25
Deferred Award 19 Apr 22 13,495 – – – – 13,495 19 Apr 26
Performance Award 20 Apr 23 26,829 – – – – 26,829 20 Apr 26
Deferred Award 20 Apr 23 27,305 – – – – 27,305 20 Apr 27
Performance Award 19 Apr 24 20,496 – – – – 20,496 19 Apr 27
Deferred Award 19 Apr 24 25,868 – – – – 25,868 19 Apr 28
Performance Award
3
14 Apr 25 – 25,700 – – – 25,700 14 Apr 28
Deferred Award
4
14 Apr 25 – 34,571 – – – 34,571 14 Apr 29
Jeff
Woyda
Deferred Award 13 Apr 21 2,134 – 2,134 – – – 13 Apr 25
Performance Award 19 Apr 22 14,991 – 13,045 1,946 13,045 – 19 Apr 25
Deferred Award 19 Apr 22 3,490 – – – – 3,490 19 Apr 26
Performance Award 20 Apr 23 17,073 – – – – 17,073 20 Apr 26
Deferred Award 20 Apr 23 7,061 – – – – 7,061 20 Apr 27
Performance Award 19 Apr 24 13,043 – – – 13,043 19 Apr 27
Deferred Award 19 Apr 24 6,690 – – – 6,690 19 Apr 28
ShareSave (option)
3
27 Sep 24 606 – – – – 606 1 Nov 27
Performance Award
4
14 Apr 25 – 16,355 – – – 16,355 14 Apr 28
Deferred Award
5
14 Apr 25 – 8,940 – – – 8,940 14 Apr 29
1 Performance Awards are granted as nil-cost options, which lapse 10 years after the date of grant to the extent not previously exercised.
All Performance Awards are subject to performance measures (50% based on relative TSR measured over a three-year performance period and 50%
based on EPS at the end of the performance period).
All Performance Awards have been granted equivalent to 150% of base salary.
Deferred Awards represent a deferral of 10% of bonus and are granted as restricted share awards. Restricted share awards are not subject to
performance conditions. Further restricted share awards will be made to Andi Case and Jeff Woyda in 2026 in respect of the deferral of 10% of their
2025 bonus.
2 Deferred Awards which vested during the year were valued at £341,213 (based on the closing share price on the date of vesting). Gains on options
exercised during the year were valued at £1,046,573 (based on the share price at the time of exercise).
3 Face value of £18,538 calculated using the share price used to determine the number of shares under the award (ie the option price, £30.59). The option
price was calculated using the average middle market quotation over 29 August – 2 September 2024, after the application of a 20% discount.
4 Details of the award are set out on page 117.
5 Face values of £1,109,729 (award granted to Andi Case) and £286,974 (award granted to Jeff Woyda) calculated using the share price used to determine
the number of shares under the award (£32.10). This share price was calculated using the average middle market quotation over the three-day period
9-11April 2025.
Further details of share-based payments during the year are included in note 22 to the consolidated financial statements.
Long-term incentive awards granted in 2025 (audited)
During 2025 the Executive Directors received LTIP awards over shares worth 150% of salary as set out below:
Long-term incentive awards: grant
Director Type of award
1
Date of grant
No. of shares
under award Face value
2
Performance
period ends Vesting date
Andi Case Performance Award 14 Apr 25 25,700 £824,970 31 Dec 27 14 Apr 28
Jeff Woyda Performance Award 14 Apr 25 16,355 £524,996 31 Dec 27 14 Apr 28
1 Performance Awards are granted as nil-cost options, which lapse 10 years after the date of grant to the extent not previously exercised.
2 Face value is calculated using the share price used to determine the number of shares under the award (£32.10). This share price was calculated using
the average middle market quotation over the three-day period 9-11 April 2025.
In line with policy, awards will vest three years after the date of grant, to the extent that the performance conditions (as set out
below) are met:
Long-term incentive awards: performance conditions
Performance measure Performance condition
Threshold
target
Stretch
target
EPS (out of 50%) 25% of award vesting at threshold up to 100%
of award vesting at stretch on straight-line basis
290p 310p
TSR relative to the constituents of the
FTSE 250 Index (excluding investment
trusts) (out of 50%)
25% of award vesting at threshold up to 100%
of award vesting at stretch on straight-line basis
Median Upper
quartile
A post-vesting holding period will apply requiring the shares (net of tax) to be retained for two years.
Directors’ interests in shares (audited)
In order to further align the interests of the Executive Directors with those of shareholders, the Company has implemented
share ownership guidelines which require Executive Directors to build a shareholding equivalent to 200% of base salary. Until
this is met they are required to retain 50% of any share award that vests (on a net of tax basis). The Executive Directors have
both met the guideline levels.
The beneficial interests of the Executive Directors (and their connected persons) in the Company’s shares are set out below:
Executive Directors’ shareholdings
No. of
ordinary
shares
% of salary
required to
be held in
shares
Unvested
LTIPs
(subject to
performance
conditions)
Unvested
LTIPs
(performance
conditions
already
assessed)
1
Vested and
unexercised
LTIPs (no
longer
subject to
performance
conditions)
Deferred
bonus awards
(subject to
service
conditions)
2
ShareSave
options (not
subject to
performance
conditions)
2025 31 Dec 25 31 Dec 25 31 Dec 25 31 Dec 25 31 Dec 25 31 Dec 25 31 Dec 25
Andi Case 614,994 200 46,196 26,829 – 101,239 –
Jeff Woyda 135,106 200 29,398 17,073 – 26,181 606
Executive Directors’ shareholdings
No. of
ordinary
shares
% of salary
required to be
held in shares
Unvested
LTIPs
(subject to
performance
conditions)
Unvested
LTIPs
(performance
conditions
already
assessed)
Vested and
unexercised
LTIPs (no
longer
subjectto
performance
conditions)
Deferred
bonus awards
(subject to
service
conditions)
ShareSave
options (not
subject to
performance
conditions)
2024 31 Dec 24 31 Dec 24 31 Dec 24 31 Dec 24 31 Dec 24 31 Dec 24 31 Dec 24
Andi Case 599,756 200 47,325 23,557 – 74,921 –
Jeff Woyda 127,062 200 30,116 14,991 – 19,375 606
1 Further details regarding the vesting outcome are included on page 115. Options will lapse (as applicable) on the third anniversary of the grant date
(20April 2026).
2 Deferred bonus awards are granted as restricted share awards.
DIRECTORS’ REMUNERATION REPORT CONTINUED
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Corporate Governance
The beneficial interests of the Non-Executive Directors (and their connected persons) in the Company’s shares are set out
below:
Non-Executive Directors’ shareholdings
31 December
2025
31 December
2024
Martine Bond – –
Constantin Cotzias 4,531 1,147
Sue Harris 1,724 1,724
Laurence Hollingworth 15,000 9,000
Dr Tim Miller 2,640 2,640
Heike Truol 1,607 1,607
There have not been any further changes in the beneficial interests of the Directors in the share capital of the Company
between 31 December 2025 and the date of this report.
Pensions (audited)
Andi Case and Jeff Woyda receive a cash supplement (up to 15% of base salary) in lieu of pension (net of employer’s national
insurance contributions), which is included in the single figure table on page 113 as pension. No contributions were paid into
Group pension schemes on their behalf.
Payments to past Directors (audited)
No payments were made during the year ended 31 December 2025 to any person who was not a Director of the Company
atthe time payment was made, but who had previously been a Director.
Payments for loss of office (audited)
No payments were made in respect of loss of office during the year ended 31 December 2025.
While no payments for loss of office are envisaged, Jeff Woyda gave notice of his intention to retire on 15 September 2026. He
will continue to participate in the bonus plan on the same terms pro-rated to 15 September 2026. He will participate in the two
LTIP grants anticipated for 2026. As a retiree, he will retain his outstanding shares awards, with the LTIP awards assessed
against the performance conditions in the normal way at the end of the third financial year from grant and subject to pro-rating
for his period of service relative to those financial years (except in respect of the second 2026 grant where pro-rating will be
applied from the date of grant).
Details of service contracts and letters of appointment
Details of the current Executive Directors’ service contracts are included in the Directors’ Remuneration Policy on page 129.
Performance graph
This graph compares the total shareholder return (that is, share price growth assuming reinvestment of any dividends) of £100
invested in the Company’s shares and £100 invested in the FTSE 250 Index, which the Remuneration Committee considers
appropriate for comparison purposes given the Company has been a member of this index over the period.
Year ended 31 December
300
200
100
0
2015 2017 2019 2021 2023 2025
Source: Datastream
(an LSEG product)
Value (£)
— Clarkson PLC
— FTSE 250
Total remuneration table
The table below shows the total remuneration figure for the CEO for each of the last 10 financial years:
CEO remuneration
2025 2024 2023 2022 2021 2020 2019 2018 2017 2016
Single total figure of
remuneration (£000) 8,701 12,435 12,291 10,154 6,648 3,170 3,265 2,758 4,043 3,706
Vested LTIP
(as a % of maximum) 27.19% 87.02% 100% 99.53% 100% 18% 30% 0% 30% 15%
Annual change in remuneration of Directors and employees
The table below shows the percentage change in the remuneration of each Director (salary/fees, taxable benefits and annual
bonus) between the 2021, 2022, 2023, 2024 and 2025 financial years, compared to the average of those components of pay for
all employees. The Company has chosen to voluntarily disclose this information as Clarkson PLC is notan employing company.
Relative pay
Salary/fee and taxable benefits increase/decrease
% change
Annual bonus increase/decrease
% change
2024/25
1
2023/24 2022/23
2
2021/22 2020/21 2024/25 2023/24 2022/23 2021/22 2020/21
Executive Directors
Andi Case +0.05% -0.02% +0.26% -0.35% -0.15% -29.95% +6.58% +24.0% +77.66% +98.34%
Jeff Woyda -0.95% +1.10% -0.02% -0.002% +0.04% -29.95% +6.58% +24.0% +77.66% +98.34%
Non-Executive Directors
2
Martine
Bond
3
+4.07% +2.66% +3.86% 0% N/A N/A N /A N /A N /A N/A
Constantin
Cotzias
4
+4.07% N /A N /A N/A N/A N/A N /A N /A N /A N/A
Sue Harris
5
+2.52% +1.63% +18.82% +8% 0% N/A N/A N/A N/A N/A
Laurence
Hollingworth
6
+7.14% 0% +28.26% +184% 0% N/A N /A N /A N/A N/A
Dr Tim Miller +2.63% +1.70% +2.44% 0% 0% N/A N/A N/A N/A N/A
Heike Truol
7
+3.27% +2.13% +20.33% +8% 0% N/A N/A N/A N/A N/A
Average
employee 10.3% +1.2% +2.3% +2.4% +4.17% 5.3% +5.8% -1.8% +22.4% +14.10%
1 The fee for the Chair increased with effect from 1 January 2023 and 1 January 2025.
2 The fee for the Non-Executive Directors increased with effect from 1 June 2023 and 1 January 2025.
Where a Non-Executive Director has been appointed part-way through a financial year, for the purpose of this calculation their annual fee has been
annualised to enable a meaningful year-on-year comparison.
3 Appointed as a Director with effect from 26 March 2021.
4 Appointed as a Director with effect from 5 August 2024.
5 Appointed as a Director with effect from 7 October 2020. Sue was appointed as SID with effect from 11 September 2022 and the increases in her fee
in2022 and 2023 reflect in part the supplemental fee paid in respect of this role.
6 Appointed as a Director with effect from 23 July 2020. Laurence was appointed as Chair with effect from 2 March 2022 and the increases in his fee
in2022, 2023 and 2025 reflect the fee paid in respect of this role.
7 Appointed as a Director with effect from 31 January 2020. Heike was appointed as Employee Engagement Director with effect from 11 September 2022
and the increases in her fee in 2022 and 2023 reflect in part the supplemental fee paid in respect of this role.
DIRECTORS’ REMUNERATION REPORT CONTINUED
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Corporate Governance
CEO pay ratio
The table below shows the pay ratio information in relation to the total remuneration of the CEO compared to the pay of the
Company’s UK employees for 2025. Over time, disclosure over a rolling 10-year period will be built up.
Financial year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2025 Option A 166:1 98:1 54:1
2024 Option A 281:1 155:1 87:1
2023 Option A 274:1 146:1 84:1
2022 Option A 210:1 121:1 70:1
2021 Option A 131:1 76:1 46:1
2020 Option A 72:1 42:1 25:1
2019 Option A 84:1 49:1 27:1
The Remuneration Committee has selected Option A as the method for calculating the CEO pay ratio. Option A calculates a
single figure for every employee in the year to 31 December 2025 and identifies the employees that fall at the 25th, 50th and
75th percentiles. This method was chosen as it is considered the most accurate way of identifying the relevant employees and
aligns to how the single figure table is calculated.
The Company has included the following elements of full-time annualised pay in its calculation (determined as at 31 December
2025): annual basic salary, allowances, bonuses (cash and shares), commission payments, employer’s pension contributions and
P11D benefits. These pay elements were separated into recurring, bonus and benefit components. Recurring pay components
and bonus elements were adjusted to the full time equivalent for part time employees and added to the total benefits value.
Bonus pay elements have been scaled relative to the full-time equivalent of part-time employees. The scaled recurring pay
elements and bonuses were then added to the benefits value.
This resulted in a single figure for each employee, from which the individuals at the 25th, 50th and 75th percentiles could be
identified.
The table below sets out the total pay and benefits for individuals at the 25th, 50th and 75th percentiles, and the salary element
within this.
Financial year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2025 Total pay and benefits £52,000 £89,000 £161,000
Salary element of total
pay and benefits £42,000 £74,000 £70,000
The Remuneration Committee believes the median pay ratio for 2025 to be consistent with the reward policies for the
Company’s UK employees taken as a whole. UK-based employees have been selected as the most appropriate comparator
asthe CEO is a full-time UK-based employee.
The Company considers it appropriate to have a bias to variable pay as an employee moves up the organisation, so it is inherent
in our pay policy that the Executive Directors should be more exposed to performance (up and down) than others. This is
reflected in the change in the pay ratios.
Relative importance of spend on pay
The following table compares the total remuneration paid in respect of all employees of the Group in 2024 and 2025
anddistributions made to shareholders in the same years:
2025
£m
2024
£m
%
change
Dividends 33.0 31.5 +5%
Employee remuneration costs, of which: 409.9 431.3 -5%
– Executive Directors’ total pay excluding LTIP 10.8 15.0 -28%
– Executive Directors’ annual bonus 9.8 14.0 -30%
Conflicts of interest
In order to avoid any conflict of interest, remuneration is managed through well-defined processes, ensuring no individual is
involved in the decision-making process related to their own remuneration. In particular, the remuneration of all Executive
Directors is set and approved by the Committee; and none of the Executive Directors are involved in the determination of
theirown remuneration arrangements. The Committee also receives support from external advisors and evaluates the support
provided by those advisors annually to ensure that advice is independent, appropriate and cost effective. The Committee
exercises its own judgement in considering such advice.
External advisor
Following an external selection process, the Remuneration Committee appointed FIT Remuneration Consultants LLP (‘FIT’)
asits advisor in October 2018. FIT provides no other services to the Group, has no further connection with the Company or
individual Directors and is a signatory to the Remuneration Consultants Group’s Code of Conduct. The Remuneration
Committee reviews the effectiveness of its advisor on an annual basis. It is satisfied that the quality of advice received during
the year was sufficient and that the advice provided by FIT is objective and independent.
The fees paid by the Company to FIT during the financial year for advice to the Remuneration Committee and in relation
toshare plans were £35,2564 (2024: £27,924). Fees were charged on a time spent basis.
Statement of shareholder voting at AGM
The following votes were received from shareholders at the last AGM at which the relevant resolutions were proposed:
Date of
meeting In favour % cast Against % cast Withheld
Remuneration Policy 11 May 2023 12,092,273 56.27 9,395,816 43.73 1,497,061
Remuneration Report 2 May 2025 9,982,555 52.67 8,969,586 47.33 1,409,314
Details of the actions taken by the Board in response to the votes against the resolution in respect of the Remuneration Report
registered at the 2025 AGM are included in the Remuneration Committee Chair’s statement on pages 107 to 110.
DIRECTORS’ REMUNERATION REPORT CONTINUED
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Corporate Governance
DIRECTORS’ REMUNERATION POLICY
The Directors’ Remuneration Policy (the ‘Policy’) will be put to a binding shareholder vote at the AGM on 7 May 2026 and,
subject to approval, the new Policy will take formal effect from that date (replacing the previous Policy approved by
shareholders at the 2023 AGM). It is intended that the Policy will be in force for a period of three years from the date of
approval. Only limited changes are being proposed to the current executive remuneration structure (to increase the LTIP award
level given it is now so far below market levels and to clarify the wording in certain respects) and, therefore, the renewal of the
Policy with only limited amendments is proposed.
As indicated in previous reports, the Remuneration Committee (the ‘Committee’) recognises that listed company practice as
regards their executive directors has changed over the years and that, for any new appointments to the Board, the Policy has
for some years committed to including certain provisions in any new executive director’s arrangements. The announcement in
September 2025 of the CFO & COO’s planned retirement has caused the Committee to consider how this may operate in practice
with a formal process underway to replace the CFO and COO roles and will ensure that it follows the Policy while ensuring that we
are able to recruit the best available talent and continue to recognise the Company’s distinctive culture and approach to reward
which has contributed to consistent market out-performance over many years. These commitments comprise:
− Capping the annual bonus opportunity
− Deferring a greater proportion of the annual bonus
− Compensation for fixed pay only on severance
− No enhancement on a change of control
− The rate of any employer pension contributions will be aligned with that available to the majority of the wider workforce in
the UK (or any other country in which the executive is based).
For any new Executive Director appointments, the proposed Policy should be read as incorporating such additional
requirements. In addition, the Committee will consider at the time other developments in market practice when constructing
such an offer.
How the Committee operates to set the Remuneration Policy
The Committee is responsible, on behalf of the Board, for:
− Setting the senior executives’ remuneration policy and actual remuneration
− Reviewing the design of all share incentive plans for approval by the Board and shareholders
− Approving the design of, and recommending targets for, any performance-related pay schemes the Company operates for
senior executives.
Summary of overall Remuneration Policy
The objectives of the Policy are to:
− Ensure that executive rewards are closely linked to performance
− Provide an incentive to achieve the key business aims
− Deliver an appropriate link between reward and performance
− Maintain a reasonable relationship of rewards to those offered in other competitor companies in order to attract, retain and
motivate executives within a framework of what is acceptable to shareholders.
We maintain a strong focus on ensuring that executives are incentivised to drive economic profit as well as being rewarded for
creating sustainable value.
There are few comparable UK public companies involved solely in the business of providing shipping and related wholesale
financial services. Comparisons are therefore made with City-based companies and private companies in the shipping sector,
many of which are headquartered overseas. In the highly competitive global labour market which operates within the shipping
services sector, where business is based around personal client relationships, the retention of key talent is critical to continued
business success. Remuneration levels are set to attract and retain the best talent, and to ensure that market competitive
rewards are available for the delivery of strong business and personal performance within an appropriate risk framework.
It is recognised by the Committee that the current management team is highly regarded and would be attractive to Clarksons’
competitors in the shipping industry and, increasingly, wholesale brokerage and agency businesses. Retention of key talent in
this context is critical, whilst recognising the need for appropriate succession planning.
The proportionate breakdown of the total remuneration is such that, in line with most other wholesale brokerage and agency
companies, a very high proportion of the package is performance-related. Where an Executive Director’s role includes revenue-
generating broking responsibilities, the bonus may recognise this, in addition to the duties and responsibilities incumbent with
the role of an Executive Director.
Consideration of shareholder views
The Company is committed to maintaining effective communication with investors. The Committee takes on board investors’
views and maintains open dialogue, giving shareholders the opportunity to raise any issues or concerns they may have.
Inaddition, the Committee would engage directly with major shareholders should any material changes be made to the Policy
or the way in which it is being implemented.
Details of the votes cast in respect of the resolutions to approve last year’s remuneration report and any matters discussed with
shareholders during 2025 to 2026 are set out in the Directors’ Remuneration Report on pages 121 and 107 to 110 respectively.
Key elements of the proposed 2026 Directors’ Remuneration Policy are set out below:
Purpose and link to strategy Operation Maximum opportunity Performance framework
Base
salary
− To attract and retain
high-performing
Executive Directors
who are critical for the
business
− Set at a level to provide
a core reward for the
role and cover essential
living costs
− Normally reviewed
annually
− Paid monthly
− Salaries are determined
taking into account:
− the experience,
responsibility,
effectiveness and
market value of the
executive
− the pay and
conditions in the
workforce
− There is no prescribed
maximum annual
increase. The
Committee is guided
by the general increase
for the broader
workforce but on
occasion may
recognise an increase
in certain
circumstances, such as
assumed additional
responsibility or an
increase in the scale or
scope of the role or, in
the case of a new
executive, a move
towards the desired
rate over a period of
time where salary was
initially set below the
intended positioning
n/a
Benefits − To provide a market
standard suite of basic
benefits in kind to
ensure the Executive
Directors’ wellbeing
− Taxable benefits may
include:
− car allowance
− healthcare insurance
− club membership
− Participation in
HMRC-approved
(orequivalent)
schemes
− Other benefits may be
payable where
appropriate
− Any reasonable
business-related
expenses (including tax
thereon) may be
reimbursed if
determined to be a
taxable benefit
− A car allowance in line
with market norm. The
value of other benefits
is based on the cost to
the Company and is
not predetermined
− HMRC (or equivalent)
scheme participation
up to prevailing
scheme limits
n/a
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Corporate Governance
Purpose and link to strategy Operation Maximum opportunity Performance framework
Annual
bonus
(including
deferred
shares)
− To reward significant
annual profit
performance
− To ensure that the
bonus plan is
competitive with our
peers. As a result,
bonus forms a
significant proportion
of the remuneration
package
− To ensure that if there
is a reduction in
profitability, the level of
bonus payable falls
away sharply
− 90% of the bonus is
paid in cash and,
although the current
CEO and CFO & COO
have no contractual
obligation, the
Executive Directors
have agreed for the
time being that 10% of
annual bonus payable
is deferred in shares,
vesting after four years.
New Executive
Directors will have no
such contractual
commitments limiting
the application of
deferral
− Executive Directors
have voting rights and
receive dividends on
deferred shares
− Performance criteria
are reviewed and
recalibrated carefully
each year to ensure
they are linked to
strategic business
goals, take full account
of economic
conditions, and are
sufficiently demanding
to control the total
bonus pool and
individual allocations
− Clawback provision
operates for
overpayments due to
misstatement or error
− In line with Clarksons’
peers, the annual
bonus is not subject to
a formal individual cap.
This policy, which is
contractual for the
current CEO and CFO
& COO, encourages the
maximisation of profit,
and ensures that
Executive Directors are
aligned with all
stakeholders in the
business
− Bonus is determined by
Group performance
measured over one
year on the following
basis:
− below a ‘profit floor’
set by the Committee
each year, no bonus
is triggered
− above the floor, an
escalating
percentage of profits
is payable into a
bonus pool for
progressively higher
profit before tax
performance
− profit for bonus
calculations may be
adjusted by the
Committee where
appropriate and does
not include business
that has not been
invoiced
− for Executive
Directors with
revenue-generating
broking
responsibilities,
afurther key
determinant of the
annual bonus is the
significance of
personally generated
broking revenues
− a proportion of an
individual’s share of
the bonus pool may
be based on the
achievement of
personal objectives
set by the Committee
at the start of the
year
Purpose and link to strategy Operation Maximum opportunity Performance framework
Long-
term
incentives
− To incentivise and
reward significant
long-term financial
performance and share
price performance
relative to the stock
market
− To encourage share
ownership and provide
further alignment with
shareholders
− Awards are
performance-related
and are normally
structured as nil cost
options
− Awards are granted
each year following the
publication of annual
results
− Clawback provision
operates for
overpayments due to
misstatement or error
− Annual maximum limit
of 250% of base salary
for awards subject to
long-term performance
targets
− Dividend equivalents
(in cash or shares) may
accrue between grant
and vesting/expiry of any
holding period, to the
extent that shares under
award ultimately vest
− Currently, the awards
are subject to
performance
conditions measured
on a combination of
three-year EPS growth
and relative TSR
− The Committee may
introduce new
measures or reweight
the current EPS and
TSR performance
measures so that they
are directly aligned
with the Company’s
strategic objectives for
each performance
period
− Normally measured
over a three-year
performance period
− 25% of an award will
vest for achieving
threshold performance,
increasing pro-rata to
full vesting for the
achievement of stretch
performance targets
Pension − To provide a market-
competitive pension
arrangement
− Executive Directors
participate in a
Company defined
contribution pension
scheme and/or receive
a cash allowance in lieu
of pension
contributions
− Employer contributions
are up to 15% of basic
salary or an equivalent
cash allowance net of
employer’s national
insurance contributions
n/a
DIRECTORS’ REMUNERATION POLICY CONTINUED
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Corporate Governance
Purpose and link to strategy Operation Maximum opportunity Performance framework
Non-
Executive
Directors’
fees
− To attract and retain
high calibre Non-
Executive Directors
through the provision
of market competitive
fees
− Reviewed annually
− Paid monthly
− Fees are determined
taking into account:
− the experience,
responsibility,
effectiveness and
time commitments of
the Non-Executive
Directors
− the pay and
conditions in the
workforce
− Additional fees may be
payable in relation to
extra responsibilities
undertaken such as
chairing a Board
Committee and/or a
Senior Independent
Director role or being a
member of a Committee
− Any reasonable
business-related
expenses (including tax
thereon) can be
reimbursed if
determined to be a
taxable benefit
− As for the Executive
Directors, there is no
prescribed maximum
annual increase
− Fee increases are
guided by the general
increase for the
broader workforce but
on occasion may
recognise an increase
in certain
circumstances, such as
assumed additional
responsibility or an
increase in the scale or
scope of the role
n/a
Share
ownership
guidelines
− To provide alignment
between the longer-
term interests of
Directors and
shareholders
− Executive Directors are
expected to build up
and maintain
shareholdings in the
Company
− Executives are required
to retain at least half of
the net of tax vested
number of shares
awarded and received
until the guideline has
been achieved
− Chief Executive Officer:
200% of salary
− Other Executive
Directors: 200% of
salary
n/a
Notes to the Policy table:
1 A description of how the Company intends to implement the above Policy for 2026 is set out in the Annual Report on Remuneration on pages 111 to 121.
2 The 2026 annual bonus is focused on profit before taxation (‘PBT’) performance. PBT is a key financial metric and is used to reflect how successful the
Company has been in managing its operations.
The Long-Term Incentive Plan (‘LTIP’) performance measures, earnings per share (‘EPS’) and total shareholder return (‘TSR’), reward significant long-term
returns to shareholders and long-term financial growth. EPS growth is derived from the audited financial statements while TSR performance is monitored
on the Committee’s behalf by its remuneration advisor, currently FIT Remuneration Consultants LLP.
Targets are set on a sliding scale that takes account of internal strategic planning and external market expectations for the Company. Only modest
rewards are available for achieving threshold performance with maximum rewards requiring substantial out-performance of challenging strategic plans
approved at the start of each year.
3 The Committee operates the annual bonus and LTIP according to their respective rules, and in accordance with the Listing Rules and HMRC rules where
relevant. Consistent with market practice, the Committee retains flexibility and discretions in a number of key areas.
4 The Policy for the Executive Directors is designed with regard to the policy for employees across the Group as a whole and is consistent between the
Executive Directors and the remainder of the workforce. The annual bonus plan operates on a similar profit-driven basis across the Group and there is a
relatively high level of employee share ownership. The key differences in policy for Executive Directors relate to participating in the LTIP awards, which
have strict vesting conditions. This is considered appropriate to provide a link for a proportion of performance pay with the longer-term strategy thereby
creating stronger alignment of interest with shareholders. The Committee reviews the pay and incentives structures for the wider workforce and does
not formally consult with employees in respect of the design of the Company’s Executive Director Remuneration Policy, although the Committee will
keep this under review.
5 For the avoidance of doubt, in approving this Policy, authority is given to the Company to honour any commitments entered into in the previous
remuneration policy or with current or former Directors (such as the payment of a pension or the vesting or exercise of past share awards) that have
been disclosed in previous remuneration reports. Details of any payments to former Directors will be set out in the Annual Report on Remuneration as
they arise.
Directors’ remuneration scenarios
The Company’s Policy results in a proportionate breakdown of total remuneration such that, in line with most other wholesale
brokerage and agency companies, a very high proportion of the package is performance-related.
The charts below show an estimate of the potential remuneration payable for the Executive Directors in office on 1 January
2026 at different levels of performance. The charts highlight that the performance-related elements of the package comprise a
highly significant portion of the Executive Directors’ total remuneration at target and maximum performance.
Chief Executive Officer
(Values in £’000)
£0 £3,000 £6,000 £9,000 £12,000
100%
6% 87% 7%
83% 11%
5%11% £12,697
£12,009
£10,013
£639
79%
5%
5%
Maximum with
50% growth
Maximum
On-target
Minimum
Chief Financial Officer & Chief Operating Officer
(Values in £’000)
Maximum with
50% growth
Maximum
On-target
Minimum
£0 £1,000 £2,000 £3,000 £4,000
100%
13% 73% 14%
67% 23%
20% 10% £4,306
£3,868
£3,096
£408
60%
11%
9%
 Fixed pay   Annual bonus   Long-term incentive   Share price growth
DIRECTORS’ REMUNERATION POLICY CONTINUED
1 Basic salary levels applying on 1 January 2026.
2 The value of taxable benefits is estimated at 2025 values.
3 The value of the pension receivable is up to 15% of basic salary.
4 − Minimum performance assumes no award is earned under the annual bonus plan and no vesting is achieved under the LTIP:
− On-target performance assumes an annual bonus calculated by reference to the average of the previous three years’ bonus and 50% being achieved
under the LTIP
− Maximum performance assumes a 50% uplift on the average of the previous three years’ bonus and full vesting under the LTIP. It should, however, be
noted that there is in fact no upper limit as explained on page 124 and the above charts are purely for illustrative purposes.
5 The final column shows share price appreciation on the LTIP of 50%.
6 The CFO & COO is due to retire on 14 September 2026 with his remuneration subject to pro-rating as outlined on page 118. The above chart assumes
employment throughout the year and without allowing for pro-rating.
7 An LTIP grant of 250% of salary has been assumed for the CEO and the CFO & COO.
Directors’ recruitment and promotions
The Committee has the objective to attract and retain the best talent in our markets, while at the same time ensuring executive
pay is aligned to the corporate plan and business goals as well as supporting the interests of shareholders.
If a new Executive Director were appointed, the Company would seek to align the remuneration package with the Policy
approved by shareholders. An LTIP award could be made shortly following an appointment (assuming the Company is not in a
closed period).
Flexibility is retained to offer remuneration on appointment in respect of remuneration arrangements forfeited on leaving a
previous employer. The Committee will look to replicate the arrangements being forfeited as closely as possible and, in doing so,
will take account of relevant factors including the nature of the deferred remuneration, performance conditions and the time
over which they would have vested or been paid. Such buy-out awards may not be subject to the caps in this Policy.
For an internal appointment, any ongoing remuneration obligations existing prior to appointment may continue.
The Committee may also agree that the Company will meet certain relocation and incidental expenses as appropriate.
126 127Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements Other InformationCorporate GovernanceStrategic Report
Corporate Governance
Directors’ service contracts and payments for loss of office
The Committee reviews the contractual terms for Executive Directors in light of developments in best practice and trends in our
sector. The remuneration-related elements of the current contracts for Executive Directors are shown in the table below:
Provision Detailed terms
Notice period − One year by the Company or the Director.
Termination
payment
Chief Executive Officer:
The Company may elect to pay in lieu of notice:
− an amount equivalent to 12 months’ base salary plus the cost of contractual benefits; plus
− an amount equivalent to 50% of the last bonus received.
In addition:
− if not already paid, any bonus in respect of the prior year is payable (if not agreed, an amount equal to the last
bonus received); and
− a pro-rated bonus for the period of the year worked is payable.
Chief Financial Officer & Chief Operating Officer:
The Company may elect to pay in lieu of notice:
− an amount equivalent to base salary, benefits and bonus for the relevant period of notice.
The Committee recognises that it is unusual in the context of listed PLCs to pay an amount in lieu of annual
bonus for the notice period for the Chief Executive Officer and the Chief Financial Officer & Chief Operating
Officer, but considers that the policy is appropriate for the following reasons:
− salary forms a lower proportion of remuneration than in most other UK companies
− typically, in the shipbroking industry, income from business conducted is received over a number of years in arrears
− bonuses are only payable if profit thresholds and targets are achieved, ie there is no automatic entitlement to
a bonus
− unvested awards under the LTIP are capable of vesting subject to performance.
For unvested entitlements to share awards under the 2014 Clarkson PLC LTIP and 2023 Clarkson PLC LTIP, the
rules contain discretionary provisions setting out the treatment of awards where a participant ceases to be
employed by the Group for designated reasons. In the case of the participant’s ill health, injury, disability,
redundancy, retirement, a sale of their employing company or business in which they were employed or for any
other reason at the discretion of the Committee (good leaver circumstances) then they will be entitled to keep
their award as described below:
− performance-related awards will normally vest at the normal vesting dates (unless the Committee determines
that they should vest upon cessation) subject to the satisfaction of the relevant performance conditions and
time pro-rating (unless the Committee decides to disapply time pro-rating). In the case of death or ill health,
awards will vest at cessation subject to the relevant performance conditions and will not be subject to a time
pro-rated reduction
− deferred bonus awards will vest in full ordinarily on the normal vesting date. In the case of death, vesting will
be accelerated. Accelerated vesting may also apply at the discretion of the Committee in relation to cessation
for ill health, injury or disability, or in response to other events for awards granted post cessation.
Change of
control
Chief Executive Officer:
If, within 18 months of a change of control, the Company gives the Chief Executive Officer notice (except for
reasons of gross misconduct or material breach of contract) or the Chief Executive Officer gives notice as a
result of a material breach of his contract or the Company limits his ability to earn future bonuses, the Chief
Executive Officer will, within 30 days of termination, receive an amount equivalent to one year’s basic salary,
150% of the last annual bonus received and the gross annual value of contractual benefits (pro-rated). In these
circumstances, the Chief Executive Officer’s notice period is reduced to four weeks.
Chief Financial Officer & Chief Operating Officer:
Within one year of a change of control, the executive or the Company may give notice (of not less than four
weeks in the case of the former) whereupon the executive will receive immediately an amount equivalent to one
year’s basic salary, contractual benefits, employer pension contributions and annual bonus.
All unvested awards under the 2014 Clarkson PLC LTIP or the 2023 Clarkson PLC LTIP would vest. In respect of
performance-related awards, the extent of vesting would be subject to any performance conditions attaching to
the relevant award having been achieved and any time pro-rating applied at the discretion of the Committee.
In August 2008 it was contractually agreed with the current Chief Financial Officer & Chief Operating Officer,
JeffWoyda, that no time pro-rating will be applied to his LTIP awards.
The Committee recognises that it is now unusual, in the context of listed PLCs, for service contracts to contain change
of control provisions and will therefore avoid such provisions for future executive appointments to the Board.
Details of the current Executive Directors’ service contracts are as follows:
Date of contract
Unexpired term at
31December 2025 Notice period
Andi Case 23 June 2008
¹
12 months 12 months
Jeff Woyda 3 October 2006 9 months 12 months
1 The effective date of the contract is 17 June 2008.
The service contracts are available for inspection at the Company’s registered office.
The relevant legislation does not require the inclusion of a cap or limit in relation to payments for loss of office. The Committee
will take all relevant factors into account in deciding whether any discretion should be exercised in an individual’s favour in these
circumstances, and the Committee will aim to ensure that any payments made are, in its view, appropriate. The Committee may
also, after taking appropriate legal advice, sanction the payment of additional sums in the settlement of potential legal claims,
including legal, outplacement and other fees.
Details of the Non-Executive Directors’ appointment terms are as follows:
Date of initial appointment
Date current term
commenced
Unexpired term at
31December 2025 Notice period
Laurence Hollingworth
1
23 July 2020 2 March 2025 26 months 3 months
Martine Bond 26 March 2021 26 March 2024 15 months 3 months
Constantin Cotzias 5 August 2024 5 August 2024 19 months 3 months
Sue Harris 7 October 2020 7 October 2023 9 months 3 months
Dr Tim Miller 22 May 2018 22 May 2024 17 months 3 months
Heike Truol
2
31 January 2020 31 January 2026 1 month 3 months
1 Laurence Hollingworth was initially appointed as a Non-Executive Director on 23 July 2020. He entered into a new letter of appointment on his
appointment as Chair with effect from 2 March 2022.
2 Heike Truol’s reappointment for a further three-year term was approved by the Board in January 2026.
Non-Executive Directors are appointed by letter of appointment for a fixed term not exceeding three years, renewable on the
agreement of both the Company and the Director, and are subject to re-election at each AGM. Each appointment can be
terminated before the end of the three-year period with three months’ notice due. Fees payable for a new Non-Executive
Director appointment will take into account the experience of the individual and the current fee structure.
This report was approved by the Board and signed on its behalf by:
Dr Tim Miller
Remuneration Committee Chair
6 March 2026
DIRECTORS’ REMUNERATION POLICY CONTINUED
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Corporate Governance
DIRECTORS’ REPORT
The Directors present their Report and the audited consolidated financial statements for the year ended 31 December 2025.
TheDirectors’ Report and the Strategic Report (pages 2 to 75) together constitute the Management Report for the purpose of
Rule 4.1.8R of the Disclosure Guidance and Transparency Rules. Other information relevant to the report, including information
required pursuant to the Companies Act 2006 and UK Listing Rule 6.6.1R, is incorporated below by reference.
Detail Section Location
Information incorporated by reference
As permitted by the
Companies Act 2006, the
disclosures to the right,
which are included in the
Strategic Report, are
incorporated into the
Directors’ Report by
reference:
An indication of likely future developments in the business
ofthe Company and its subsidiary undertakings.
Strategic
Report
Pages 18
to 21 and
34 to 45
An indication of the activities of the Company and its
subsidiary undertakings in the field of research and
development.
Strategic
Report
Pages 4 to
15, 18 to
21 and 34
to 45
Employment of disabled persons. Strategic
Report
Page 50
Employee engagement (including participation in
shareplans).
Strategic
Report
Pages 50,
86, 87 and
110
Engagement with suppliers, customers and others. Strategic
Report
Pages 30
and 31
The Company is required to
disclose certain information
under UK Listing Rule 6.6.1R
in the Directors’ Report or
advise where such information
is set out. Theinformation
can be found in the sections
of the 2025 Annual Report
set out to the right:
Details of long-term incentive schemes. Directors’
Remuneration
Report
Pages 111
to 114
Any waiver of emoluments by a Director of the Company
orany subsidiary undertaking.
N/A
Directors The names and biographical details of the Directors who
served on the Board and Board Committees during the year,
including changes that have occurred during the year and up
to the date of signing this Annual Report, are shown in the
Corporate Governance Report and incorporated into the
Directors’ Report by reference.
Corporate
Governance
Report
Pages 80
to 83
Appointment and
retirement of Directors
The Company’s Articles of Association, the Code, the
Companies Act 2006 and related legislation govern the
appointment and retirement of Directors.
In accordance with the Code and the Company’s Articles of
Association, all Directors are subject to election by shareholders at
the first AGM following their appointment, and subject to annual
re-election thereafter. The 2026 Notice of AGM sets out the reasons
why the Board believes each Director should be re-elected.
Corporate
Governance
Report
Page 94
Directors’ powers Subject to relevant company law and the Company’s Articles
of Association, the Directors may exercise all powers of the
Company. Further details regarding authorities in relation to
the allotment of shares and the repurchase of shares are set
out on the next page of the Directors’ Report.
Directors’ insurance
andindemnities
Directors’ and officers’ liability insurance is maintained by the
Company and qualifying indemnity provisions are in place for the
benefit of the Non-Executive Directors. These arrangements
were in place during the year ended 31December 2025 and
remain in place as at the date of signing this Annual Report.
Directors’ interests The interests of the Directors and their connected persons in
the Company’s shares are set out in the Directors’
Remuneration Report.
Directors’
Remuneration
Report
Pages 116
to 118
Detail Section Location
Share capital At 31 December 2025, the Company’s issued share capital
consisted of 30,913,052 ordinary shares of £0.25 each.
Further details on the issued share capital, including any
changes during the year, can be found in the notes to the
financial statements.
Note 24 to the
consolidated
financial
statements
Page 179
Rights attaching to shares All ordinary shares have equal voting rights, including the
right to one vote at a general meeting, to receive an equal
proportion of any dividends declared and paid, and to an
equal amount of any surplus assets distributed in the event
ofa winding-up.
There are no restrictions on the transfer of the Company’s
ordinary shares or on the exercise of voting rights attached
to them, other than:
− where the Company has exercised its right to suspend their
voting rights or prohibit their transfer following the omission
by their holders or any person interested in them to provide
the Company with information requested by it in
accordance with Part 22 of the Companies Act 2006
− where the holder is precluded from exercising voting rights
by the Financial Conduct Authority’s Listing Rules or the
City Code on Takeovers and Mergers
− pursuant to the Company’s share dealing rules where the
Directors and designated employees require approval to
deal in the Company’s shares.
The Company is not aware of any further agreements
between shareholders that may result in restrictions on the
transfer of securities and/or voting rights.
Authority to allot shares The Company requests authority from shareholders for
theDirectors to allot shares on an annual basis, and a similar
resolution will be proposed at the 2026 AGM. At the 2025
AGM, the Directors were authorised to allot shares up to an
aggregate nominal amount of £2,564,918 or up to £5,129,837
in connection with a rights issue, and were empowered to
allot equity securities for cash on a non-pre-emptive basis up
to an aggregate nominal amount of £769,475. In line with the
Pre-Emption Group’s updated Statement of Principles,
published in November 2022, the Company will request
authority from shareholders at the 2026 AGM to allot equity
securities for cash on a non-pre-emptive basis up to 10% of
the issued ordinary share capital (to be determined at the
latest practicable date before publication of the Notice
ofMeeting).
Purchase of own shares At the 2025 AGM, the Company obtained shareholder
approval to purchase up to 3,077,902 of its own ordinary
shares of £0.25 each (representing 10% of its issued share
capital). No shares were purchased under this authority
during the year.
At the 2026 AGM, the Directors will again seek authority
topurchase the Company’s own shares.
Employee share
schemerights
The Company has established an Employee Benefit Trust
(‘EBT’) for the purpose of facilitating the operation of the
Company’s share plans. The EBT waives any voting rights
and dividends that may be declared in respect of such shares
which have not been allocated for the settlement of awards
made under the Company’s share plans. Employees may
direct the EBT as to how to exercise voting rights over shares
in which they have a beneficial interest.
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Corporate Governance
Detail Section Location
Substantial shareholders As of 31 December 2025, the Company had been notified
under the Disclosure Guidance and Transparency Rules of
the following holdings of voting rights in its issued share
capital:
Shareholder
% of voting
rights disclosed
Lindsell Train Limited 5.08%
Royal London Asset Management Ltd 5.01%
FMR LLC 4.86%
RS Platou Holding AS 3.94%
Invesco Ltd. 3.18%
Between 31 December 2025 and the date of this report, the
Company received a notifcation from Royal London Asset
Management Ltd disclosing interests of 4.13% in the
Company’s total voting rights.
Significant agreements The service contracts of the CEO and CFO & COO include
provisions regarding a change of control of the Company.
Further details are included in the Directors’ Remuneration
Policy. There are no further agreements between any Group
company and any of its employees or any Director of any
Group company which provide for compensation to be paid
to an employee or a Director for termination of employment
or for loss of office as a consequence of a takeover of the
Company.
There are no significant agreements to which the Company
isa party that take effect, alter or terminate upon a change
of control following a takeover bid for the Company.
Directors’
Remuneration
Report
Page 128
Dividend The Directors recommend a final dividend of 79p per
ordinary share for the year ended 31 December 2025.
Subject to shareholder approval at the 2026 AGM, the
finaldividend will be paid on 22 May 2026 to shareholders
onthe register at the close of business on 6 May 2026.
The interim dividend paid during the year was 33p which,
together with the final dividend, will provide a total
dividendof 112p per ordinary share for the year (2024:
109p).
External auditor The Board recommends that PricewaterhouseCoopers LLC
(‘PwC’) be reappointed as the Company’s External Auditor
with effect from the 2026 AGM, at which resolutions
regarding PwC’s reappointment and to authorise the Board
to set their remuneration will be proposed.
Audit and
Risk
Committee
Report
Pages 101
to 103
Articles of Association The Company’s Articles of Association were adopted at the
2019 AGM. Any amendments to the Articles of Association
can only be made by a special resolution at a general
meeting of shareholders.
Political donations The Group did not make any political donations or incur any
political expenditure in the UK or the EU during 2025.
Financial instruments Our risk management objectives and policies in relation to
the use of financial instruments can be found in the notes to
the consolidated financial statements.
Note 27 to the
consolidated
financial
statements
Pages 181
to 183
Greenhouse gas emissions,
energy consumption and
energy efficiency reporting
Details relating to required emissions reporting are set out
within the Disclosure statements section.
Disclosure
statements
Page 72
and 73
Detail Section Location
Corporate Governance
statement
The Corporate Governance Report is incorporated by
reference into this Directors’ Report and includes details of
our compliance with the Code and how the Company has
applied the main Principles. The Corporate Governance
Report also includes a description of the Group Diversity
andInclusion Policy, which incorporates Board diversity.
Corporate
Governance
Report
Pages 76
to 129
Internal control and risk
management systems
A description of the main features of the Group’s internal
control and risk management systems in relation to the
financial reporting process can be found in the
StrategicReport.
Strategic
Report
Pages 59
to 67
Annual General Meeting The 2026 AGM will be held electronically by video webcast
on 7 May 2026. Details of the resolutions to be proposed are
set out in a separate Notice of Meeting, which will be posted
to those shareholders who receive hard copy documents,
and which will be available on the Group’s website for those
who have elected to receive documents electronically.
Corporate
Governance
Report
Page 87
Events since the balance
sheet date
In January 2026, Clarkson Shipping Investments Limited, a
wholly owned subsidiary in the Group, acquired 100% of the
share capital of Zuma Labs Limited for cash consideration of
£ 7.5 m .
Note 31 to
the
consolidated
financial
statements
Page 185
Disclosure of information
tothe Auditor
Each of the Directors who held office at the date of approval
of this Directors’ Report confirms that, so far as each Director
is aware, there is no relevant audit information of which the
Company’s Auditor is unaware; and each Director has taken
all steps that ought to have been taken to make himself/
herself aware of any relevant audit information and to
establish that the Company’s Auditor is aware of that
information.
Statutory details
forClarkson PLC
The Company is a public company limited by shares,
incorporated in the United Kingdom and registered in
England and Wales with registered number 01190238. Its
registered office is at Commodity Quay, St Katharine Docks,
London E1W 1BF.
The Company’s shares are listed on the London Stock
Exchange under the ticker CKN, and the Company is a
constituent of the FTSE 250. It has no ultimate parent
company, and details of the Company’s substantial
shareholders (as notified to the Company under the
Disclosure Guidance and Transparency Rules) are set out
onpage 132.
Directors’
Report
Page 132
Branches A number of the Company’s subsidiary undertakings
maintain branches outside of the UK.
Note T to the
Parent
Company
financial
statements
Pages
198 to
204
By order of the Board:
Rachel Fletcher
Group Company Secretary
6 March 2026
DIRECTORS’ REPORT CONTINUED
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Corporate Governance
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE FINANCIAL STATEMENTS
The Directors are responsible for
preparing the 2025 Annual Report and
the financial statements in accordance
with applicable law and regulation.
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law the
Directors have prepared the Group
financial statements in accordance with
UK-adopted international accounting
standards and the Parent Company
financial statements in accordance with
United Kingdom Generally Accepted
Accounting Practice (United Kingdom
Accounting Standards, comprising FRS
101 ‘Reduced Disclosure Framework’,
and applicable law).
Under company law, directors must not
approve the financial statements unless
they are satisfied that they give a true
and fair view of the state of affairs of the
Group and Parent Company and of the
profit or loss of the Group for that
period. In preparing the financial
statements, the Directors are
requiredto:
− select suitable accounting policies and
then apply them consistently
− state whether applicable UK-adopted
international accounting standards
have been followed for the Group
financial statements and United
Kingdom Accounting Standards,
comprising FRS 101 have been
followed for the Parent Company
financial statements, subject to any
material departures disclosed and
explained in the financial statements
− make judgements and accounting
estimates that are reasonable and
prudent
− prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Group and Parent Company will
continue in business.
The Directors are responsible for
safeguarding the assets of the Group
and Parent Company and hence for
taking reasonable steps for the
prevention and detection of fraud and
other irregularities.
The Directors are also responsible for
keeping adequate accounting records
that are sufficient to show and explain
the Group’s and Parent Company’s
transactions and disclose with
reasonable accuracy at any time the
financial position of the Group and
Parent Company and enable them to
ensure that the financial statements and
the Directors’ Remuneration Report
comply with the Companies Act 2006.
The Directors are responsible for the
maintenance and integrity of the
Company’s website. Legislation in the
United Kingdom governing the
preparation and dissemination of
financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the 2025
Annual Report and accounts, taken as a
whole, is fair, balanced and
understandable and provides the
information necessary for shareholders
to assess the Group’s and Company’s
position and performance, business
model and strategy.
Each of the Directors, whose names and
functions are listed in the Corporate
Governance Report confirm that, to the
best of their knowledge:
− the Group financial statements, which
have been prepared in accordance
with UK-adopted international
accounting standards, give a true and
fair view of the assets, liabilities,
financial position and profit of
theGroup
− the Parent Company financial
statements, which have been prepared
in accordance with United Kingdom
Accounting Standards, comprising
FRS 101, give a true and fair view of
the assets, liabilities and financial
position of the Parent Company
− the Strategic Report includes a fair
review of the development and
performance of the business and the
position of the Group and Parent
Company, together with a description
of the principal risks and uncertainties
that it faces.
In the case of each Director in office at
the date the Directors’ Report is
approved:
− so far as the Director is aware, there is
no relevant audit information of which
the Group’s and Parent Company’s
auditors are unaware
− they have taken all the steps that they
ought to have taken as a Director in
order to make themselves aware of
any relevant audit information and to
establish that the Group’s and Parent
Company’s auditors are aware of that
information.
Laurence Hollingworth
Chair
6 March 2026
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
In our opinion:
− Clarkson PLC’s Group financial statements and Parent Company financial statements (the “financial statements”) give a true
and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2025 and of the Group’s profit
and the Group’s cash flows for the year then ended;
− the Group financial statements have been properly prepared in accordance with UK-adopted international accounting
standards as applied in accordance with the provisions of the Companies Act 2006;
− the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”,
and applicable law); and
− the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the 2025 Annual Report (the “Annual Report”), which comprise:
− the Consolidated balance sheet as at 31 December 2025;
− the Parent Company balance sheet as at 31 December 2025;
− the Consolidated income statement for the year then ended;
− the Consolidated statement of comprehensive income for the year then ended;
− the Consolidated statement of changes in equity for the year then ended;
− the Consolidated cash flow statement for the year then ended;
− the Parent Company statement of changes in equity for the year then ended; and
− the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not
provided.
Other than those disclosed in note 3, we have provided no non-audit services to the Parent Company or its controlled
undertakings in the period under audit.
Our audit approach
Overview
Audit scope
− Our audit included full scope audits of eighteen components (two of which are significant due to their relative size). This gave
us coverage of 90% (2024: 91%) of the Group’s underlying absolute profit before taxation and 77% (2024: 69%) of the Group’s
revenue. There were no significant changes to the Group’s operations during the year.
Key audit matters
− Carrying value of goodwill in respect of the Offshore broking and Securities CGUs (Group)
− Carrying value of investments in subsidiaries (Parent Company)
Materiality
− Overall Group materiality: £4,500,000 (2024: £5,790,000) based on 5% of profit before taxation, adjusted for exceptional
items and acquisition-related costs (‘underlying profit before taxation’).
− Overall Parent Company materiality: £3,998,000 (2024: £3,854,000) based on 1% of total assets.
− Performance materiality: £3,375,000 (2024: £4,342,500) (Group) and £2,998,500 (2024: £2,890,500) (Parent Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CLARKSON PLC
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Financial Statements Other InformationCorporate GovernanceStrategic Report
Corporate Governance
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or
not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Risk of impairment of trade receivables, which was a key audit matter last year, is no longer included because of the fact that it
is no longer considered a significant risk for the audit. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Carrying value of goodwill in respect of the Offshore
broking and Securities CGUs (Group)
Refer to Note 2 (Statement of material accounting policies)
and Note 13 (Impairment testing of goodwill) of the Group
financial statements.
The goodwill balance is allocated across several cash
generating units (CGUs) and is subject to an annual
impairment test.
As in the prior year, the headroom over the carrying value
ofthe Offshore broking and Securities CGUs is low and as a
result we identified a significant risk of impairment in these
CGUs. The Offshore broking and Securities CGUs have
allocated goodwill of £45.4m and £12.4m respectively.
Management prepared a value-in-use discounted cash flow
model to estimate the present value of forecast future cash
flows for each CGU, the ‘recoverable amount’. This was then
compared with the carrying value of the net assets of each
CGU (including goodwill) to determine if there was an
impairment.
Determining whether an impairment charge is required for
goodwill involves significant estimates about forecast future
performance and cash flows of the CGUs. It also involves
determining an appropriate discount rate and long-term
growth rate.
Management’s impairment review determined that the
recoverable amounts of these two CGUs were higher than the
carrying value of each of the CGU’s net assets respectively. As
a result, no goodwill impairment charge has been recognised
in the current financial year.
We focused on this matter due to the size of the balance and
the significant judgements and estimation involved in
determining whether the carrying value of goodwill is
supportable.
Our audit procedures for the Offshore broking and Securities
CGUs included:
− We obtained management’s annual impairment assessment
and verified the mathematical accuracy of the calculations
and that the methodology used was in line with the
requirements of IAS 36 ‘Impairment of Assets’;
− We compared the forecasts used in the impairment model
to the latest Board-approved budget and obtained and
evaluated corroborative evidence supporting the future cash
flow forecasts of the CGUs;
− We compared the prior year budget to actual results in
order to assess the historical forecasting accuracy of the
business. We also considered available market data to
challenge the significant assumptions used by management
to determine the future cash flow forecasts;
− We challenged the reasonableness of the discount rates by
comparing the weighted-average cost of capital with
comparable organisations and consulting with our own
valuation experts;
− We considered the long-term cyclical performance and
verified that this had been appropriately factored into the
long-term forecasts; and
− We challenged the extent to which climate change
considerations had been reflected, as appropriate, in
management’s impairment modelling process.
We found the Directors’ assumptions to be supportable. We
also performed sensitivity analysis on the key drivers of the
cash flow projections including assumed profits and long-term
growth rates. We are satisfied that management’s assessment
is appropriate and concur that no impairment arises at
31 December 2025.
We evaluated the disclosures made in Note 13 regarding the
related assumptions and concluded these appropriately draw
attention to the significant areas of estimation uncertainty.
Key audit matter How our audit addressed the key audit matter
Carrying value of investments in subsidiaries (Parent
Company)
Refer to Note A (Statement of material accounting policies)
and Note F (Investments in subsidiaries) of the Parent
Company financial statements.
As disclosed in Note F, the Parent Company has investments
of £167.9m in its subsidiaries. There is a risk that the
performance of the subsidiary undertakings is not sufficient to
support their carrying value and the assets may be impaired.
In assessing for impairment triggers, management considers
whether the underlying net assets of an investment support
the carrying amount and other facts and circumstances which
may be indicative of an impairment indicator. Where an
impairment indicator is identified, an estimation of the
value-in-use of the subsidiary is required. The value-in-use
calculation requires an estimation of future cash flows
expected to arise from the subsidiary, the selection of suitable
discount rates and the estimation of future growth rates.
Asdetermining such assumptions is inherently judgemental,
there is the potential these may differ in subsequent periods
and materially change the conclusions reached.
Based on management’s assessment, no impairment or
reversal of impairment in respect of the carrying value of
investments in subsidiaries was identified as at
31 December2025.
We focused on this matter due to the size of the balance
andthe significant judgement and estimation involved to
determine whether the carrying value of investments in
subsidiaries is appropriate in the Parent Company
balancesheet.
We obtained management’s impairment of investment in
subsidiaries assessment with supporting computations and:
− Considered the appropriateness of management’s trigger
assessment;
− Verified that the inputs to the assessment were
mathematically accurate and, where appropriate, were
consistent with the goodwill impairment assessment set
outin the key audit matter above;
− Compared the investment values against the net assets
ofthe investments to identify whether the carrying
amountswere supported by the net asset positions of
thesubsidiaries. Where the carrying amounts exceeded
thenetasset values of the subsidiaries, our procedures
werefocused on management’s value in use calculations
including evaluation of the key assumptions used.
We are satisfied that management’s assessment is
appropriateand that there are no indicators of impairment
orreversal of impairment in respect of the carrying value
ofthe Parent Company’s investments in subsidiaries as at
31 December2025.
We evaluated the disclosures made in Note F and are satisfied
that they are appropriate.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group and the Parent Company, the accounting processes and
controls, and the industry in which they operate.
The financial statements are a consolidation of components, comprising the Group’s operating businesses and centralised
functions. In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed
at the components by us, as the Group engagement team, or by component auditors of other PwC network firms and other
firms operating under our instruction. Where the work was performed by component auditors, we determined the level of
involvement we needed to have in the audit work at those components to be able to conclude whether sufficient appropriate
audit evidence had been obtained as a basis for our opinion on the financial statements as a whole. Our audit included full
scope audits of eighteen components (two of which are significant due to their relative size); the remaining sixteen were
considered to be non-significant. This gave us coverage of 90% (2024: 91%) of the Group’s underlying absolute profit before
taxation and 77% (2024: 69%) of the Group’s revenue. The significant components were based in the UK and Norway. Our work
included directly auditing the largest UK component and receiving reporting from our component audit teams. This, together
with the additional procedures performed centrally at the Group level, including testing the consolidation process, gave us the
evidence we needed for our opinion on the financial statements as a whole.
The impact of climate risk on our audit
As part of the audit, we have considered the Group’s risk assessment process in identifying climate-related risks and their
impact on the Group’s business, which was supported by an external sustainability consultant engaged by management.
The procedures we undertook included obtaining an understanding of how management has considered the impact of their
identified climate-related risks in the underlying assumptions and estimates used within the Group and Parent Company’s
financial statements. We challenged the completeness of management’s climate risk assessment and specifically considered
how climate-related risks might impact the significant assumptions made by management in determining the future cashflow
forecasts used in their assessment of the carrying value of goodwill. We assessed the estimates and assumptions made by
management in preparing the financial statements and did not identify any material impact as a result of climate risk on the
Group’s and Parent Company’s financial statements. We also considered the consistency of the disclosures in relation to climate
risk in the other information within the Annual Report (including the disclosures in the Task Force on Climate-Related Financial
Disclosures (‘TCFD’) section) with the financial statements and our knowledge obtained from the audit.
Our responsibility over other information is further described in the ‘Reporting on other information’ section of our report.
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Financial Statements Other InformationCorporate GovernanceStrategic Report
Corporate Governance
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group Financial statements – Parent Company
Overall materiality £4,500,000 (2024: £5,790,000). £3,998,000 (2024: £3,854,000).
How we determined it 5% of profit before taxation, adjusted
for exceptional items and acquisition-
related costs (‘underlying profit before
taxation’)
1% of total assets
Rationale for benchmark
applied
In our view, underlying profit before
taxation represents the primary
measure used by the shareholders in
assessing the performance of
theGroup.
The Parent Company does not have trading
activities. Therefore, total assets has been used as
it represents a generally accepted auditing
benchmark used to determine materiality in a
holding company.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
The range of materiality allocated across components was between £28,300 and £3,998,000. Certain components were
audited to a local statutory audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of
our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to £3,375,000
(2024: £4,342,500) for the Group financial statements and £2,998,500 (2024: £2,890,500) for the Parent Company financial
statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls – and concluded that an amount in the middle of our normal range was
appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above
£225,000 (Group audit) (2024: £289,500) and £199,900 (Parent Company audit) (2024: £192,700) as well as misstatements
below those amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt the going
concern basis of accounting included:
− evaluating management’s base case and downside scenarios, challenging and corroborating key assumptions;
− testing the accuracy of cash flow models used to assess available liquidity during the going concern period;
− ensuring consistency with the key assumptions used in other areas of our audit such as the assessment of goodwill
impairment; and
− reading management’s disclosures in the financial statements and relevant “other information” in the Annual Report and
checking consistency with the financial statements and our knowledge based on our audit.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and
the Parent Company’s ability to continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does
not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly
stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based
on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and
Directors’ Report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Parent Company and their environment obtained in the course of
the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability and that part
of the corporate governance statement relating to the Parent Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement
as other information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement, included within the Corporate Governance Report is materially consistent with the financial statements
and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to:
− The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
− The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging
risks and an explanation of how these are being managed or mitigated;
− The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern
basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and Parent
Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial
statements;
− The Directors’ explanation as to their assessment of the Group’s and Parent Company’s prospects, the period this assessment
covers and why the period is appropriate; and
− The Directors’ statement as to whether they have a reasonable expectation that the Parent Company will be able to continue
in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Parent Company was substantially
less in scope than an audit and only consisted of making inquiries and considering the Directors’ process supporting their
statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and
considering whether the statement is consistent with the financial statements and our knowledge and understanding of the
Group and Parent Company and their environment obtained in the course of the audit.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CLARKSON PLC CONTINUED
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Contents
Financial Statements Other InformationCorporate GovernanceStrategic Report
Corporate Governance
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the
audit:
− The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the Group’s and Parent Company’s position, performance,
business model and strategy;
− The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems;
and
− The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Parent
Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified
under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities in respect of the financial statements, the Directors are
responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied
that they give a true and fair view. TheDirectors are also responsible for such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to international trade regulations and regulatory licence requirements for the Group’s Securities business,
and we considered the extent to which non-compliance might have a material effect on the financial statements. We also
considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006
and applicable tax legislation in jurisdictions in which the Group has material operations. We evaluated management’s incentives
and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and
determined that the principal risks were related to the artificial inflation of reported results through the posting of inappropriate
journal entries and management bias in accounting estimates. The Group engagement team shared this risk assessment with
the component auditors so that they could include appropriate audit procedures in response to such risks in their work.
Auditprocedures performed by the Group engagement team and/or component auditors included:
− Inspecting correspondence with regulators and tax authorities.
− Reviewing minutes of meetings of those charged with governance including the Board, Audit and Risk Committee and
Remuneration Committee.
− Discussions with management including consideration of known or suspected instances of non-compliance with laws and
regulations and fraud.
− Evaluating management’s controls designed to prevent and detect irregularities.
− Identifying and testing journals, in particular journal entries posted with unusual account combinations.
− Challenging assumptions and judgements made by management in their critical accounting estimates including the key audit
matters described above.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or
through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases,
wewill use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Parent Company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
− we have not obtained all the information and explanations we require for our audit; or
− adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been
received from branches not visited by us; or
− certain disclosures of Directors’ remuneration specified by law are not made; or
− the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the Parent Company for the financial year ended 31 December 2009. Our uninterrupted
engagement covers 17 financial years.
OTHER MATTER
The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these
financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R
and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance
over whether the structured digital format annual financial report has been prepared in accordance with those requirements.
Timothy McAllister
Senior Statutory Auditor
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
6 March 2026
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CLARKSON PLC CONTINUED
140 141Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationCorporate GovernanceStrategic Report
2025
2024
Before Acquisition- After Before Acquisition-After
acquisition- related acquisition- acquisition- relatedacquisition-
related costs related related costs related
costs (note 5) costs costs (note 5) costs
Note(s)£m£m£m£m£m£m
Revenue
3, 4
631.4
–
631.4
661.4
–
661.4
Cost of sales
3
(39.1)
–
(39.1)
(33.7)
–
(33.7)
Trading profit
592.3
–
592.3
627.7
–
627.7
Administrative expenses
(514.3)
(3.7)
(518.0)
(526.0)
(3.2)
(529.2)
Operating profit
3, 4
78.0
(3.7)
74.3
101.7
(3.2)
98.5
Finance income
3
14.0
–
14.0
14.9
–
14.9
Finance costs
3
(2.2)
(0.2)
(2.4)
(1.9)
–
(1.9)
Other finance income – pensions
3
0.8
–
0.8
0.6
–
0.6
Profit before taxation
90.6
(3.9)
86.7
115.3
(3.2)
112.1
Taxation
6
(20.3)
0.2
(20.1)
(26.0)
0.2
(25.8)
Profit for the year
70.3
(3.7)
66.6
89.3
(3.0)
86.3
Attributable to:
Equity holders of the Parent Company
69.4
(3.7)
65.7
87.9
(3.0)
84.9
Non-controlling interests
0.9
–
0.9
1.4
–
1.4
Profit for the year
70.3
(3.7)
66.6
89.3
(3.0)
86.3
Earnings per share
Basic
7
225.8p
214.0p
286.9p
277.1p
Diluted
7
224.6p
212.9p
284.9p
275.2p
Included in the consolidated income statement are net impairment losses on financial assets amounting to £4.2m (2024: £1.3m).
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER
2025 2024
Note(s)£m£m
Profit for the year
66.6
86.3
Other comprehensive income/(loss):
Items that will not be reclassified to profit or loss:
Actuarial gain/(loss) on employee benefit schemes – net of tax
23
1.4
(0.9)
Items that may be reclassified subsequently to profit or loss:
Foreign exchange differences on retranslation of foreign operations
(1.5)
(12.4)
Foreign currency hedges recycled to profit or loss – net of tax
25
(4.1)
0.1
Foreign currency hedge revaluations – net of tax
25
10.3
(4.9)
Other comprehensive income/(loss)
6.1
(18.1)
Total comprehensive income for the year
72.7
68.2
Attributable to:
Equity holders of the Parent Company
71.6
67.2
Non-controlling interests
1.1
1.0
Total comprehensive income for the year
72.7
68.2
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER
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Contents
Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
20252024
Note(s)£m£m
Non-current assets
Property, plant and equipment
9
27.0
28.5
Investment properties
10
0.9
1.0
Right-of-use assets
11
51.0
32.0
Intangible assets
12
177.4
172.6
Trade and other receivables
14
3.3
1.0
Investments
15
2.0
1.9
Investments in associates and joint ventures
16
1.9
–
Employee benefits
23
14.4
12.4
Deferred tax assets
6
16.9
18.1
294.8
267.5
Current assets
Inventories
17
4.5
4.3
Trade and other receivables
14
201.2
130.5
Income tax receivable
6.5
4.5
Investments
15
70.4
62.2
Cash and cash equivalents
18
401.1
431.3
683.7
632.8
Current liabilities
Trade and other payables
19
(354.0)
(326.4)
Lease liabilities
20
(9.9)
(10.6)
Income tax payable
(19.4)
(20.7)
Provisions
21
(0.8)
(1.0)
(384.1)
(358.7)
Net current assets
299.6
274.1
Non-current liabilities
Trade and other payables
19
(6.3)
(6.8)
Lease liabilities
20
(46.1)
(27.5)
Provisions
21
(3.6)
(3.6)
Employee benefits
23
–
(0.1)
Deferred tax liabilities
6
(10.6)
(7.9)
(66.6)
(45.9)
Net assets
527.8
495.7
Capital and reserves
Share capital
24
7.7
7.7
Other reserves
25
91.8
89.0
Retained earnings
425.6
395.3
Equity attributable to shareholders of the Parent Company
525.1
492.0
Non-controlling interests
2.7
3.7
Total equity
527.8
495.7
The financial statements on pages 142 to 185 were approved by the Board on 6 March 2026, and signed on its behalf by:
Jeff Woyda
Chief Financial Officer & Chief Operating Officer
Registered number: 1190238
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER
Attributable to equity holders
of the Parent CompanyNon-
Share Other Retained controlling
capitalreservesearnings Total interestsTotal equity
Note(s)£m£m£m£m£m £m
Balance at 1 January 2025
7.7
89.0
395.3
492.0
3.7
495.7
Profit for the year
–
–
65.7
65.7
0.9
66.6
Other comprehensive income
–
4.5
1.4
5.9
0.2
6.1
Total comprehensive income for the year
–
4.5
67.1
71.6
1.1
72.7
Transactions with owners:
Share issues
24, 25
–
3.0
–
3.0
–
3.0
Employee share schemes
25
–
(4.7)
(1.5)
(6.2)
–
(6.2)
Dividends paid
8
–
–
(33.0)
(33.0)
(1.9)
(34.9)
Acquisition of non–controlling interests
–
–
(2.3)
(2.3)
(0.2)
(2.5)
Total transactions with owners
–
(1.7)
(36.8)
(38.5)
(2.1)
(40.6)
Balance at 31 December 2025
7.7
91.8
425.6
525.1
2.7
527.8
Attributable to equity holders
of the Parent CompanyNon-
Share Other Retained controlling
capitalreservesearnings Total interestsTotal equity
Note(s)£m£m£m£m£m £m
Balance at 1 January 2024
7.7
104.9
340.0
452.6
4.0
456.6
Profit for the year
–
–
84.9
84.9
1.4
86.3
Other comprehensive loss
–
(16.8)
(0.9)
(17.7)
(0.4)
(18.1)
Total comprehensive (loss)/income for the year
–
(16.8)
84.0
67.2
1.0
68.2
Transactions with owners:
Share issues
24, 25
–
1.2
–
1.2
–
1.2
Employee share schemes
25
–
(0.3)
(0.3)
(0.6)
–
(0.6)
Tax on other employee benefits
6
–
–
3.1
3.1
–
3.1
Dividends paid
8
–
–
(31.5)
(31.5)
(1.5)
(33.0)
Other movements
–
–
–
–
0.2
0.2
Total transactions with owners
–
0.9
(28.7)
(27.8)
(1.3)
(29.1)
Balance at 31 December 2024
7.7
89.0
395.3
492.0
3.7
495.7
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER
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Financial Statements
2025 2024
Note(s)£m£m
Cash flows from operating activities
Profit before taxation
86.7
112.1
Adjustments for:
Foreign exchange differences
3
2.9
(5.7)
Depreciation
3, 9, 10, 11
16.2
15.0
Share-based payment expense
22
2.4
2.5
Gain on sale of property, plant and equipment
(0.1)
(0.2)
Gain on sale of investments
–
(0.4)
Share of losses of associates and joint ventures
0.3
–
Amortisation of intangibles
3, 12
5.8
5.2
Difference between pension contributions paid
and amount recognised intheincome statement
0.5
0.4
Finance income
3
(14.0)
(14.9)
Finance costs
3
2.4
1.9
Other finance income – pensions
3
(0.8)
(0.6)
Increase in inventories
17
(0.2)
(0.8)
(Increase)/decrease in trade and other receivables
(67.5)
14.9
(Decrease)/increase in bonus accrual
(13.8)
32.4
Increase/(decrease) in trade and other payables
65.8
(22.2)
Increase in provisions
–
2.3
Cash generated from operations
86.6
141.9
Income tax paid
(22.2)
(27.2)
Net cash flow from operating activities
64.4
114.7
Cash flows from investing activities
Interest received
13.9
14.8
Purchase of property, plant and equipment
9
(5.5)
(5.7)
Purchase of intangible assets
12
(1.9)
(1.6)
Purchase of investments
(0.1)
(0.9)
Proceeds from sale of investments
–
0.7
Proceeds from sale of property, plant and equipment
1.3
0.4
Transfer to current investments (cash on deposit and government bonds)
15
(8.1)
(22.1)
Investments in associates and joint ventures
(2.2)
–
Acquisition of subsidiaries, net of cash acquired
12
(2.3)
(2.5)
Dividends received from investments
3
–
0.1
Net cash flow from investing activities
(4.9)
(16.8)
Cash flows from financing activities
Interest paid and other charges
(2.4)
(1.8)
Dividends paid
8
(33.0)
(31.5)
Dividends paid to non-controlling interests
(1.9)
(1.5)
Principal elements of lease payments
(11.2)
(10.9)
Proceeds from shares issued
3.0
1.2
(Acquisition of)/contributions from non-controlling interests
(1.7)
0.2
ESOP shares acquired
(33.4)
(26.4)
Net cash flow from financing activities
(80.6)
(70.7)
Net (decrease)/increase in cash and cash equivalents
(21.1)
27.2
Cash and cash equivalents at 1 January
431.3
398.9
Net foreign exchange differences
(9.1)
5.2
Cash and cash equivalents at 31 December
18
401.1
431.3
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER
1 Corporate information
The Group and Parent Company financial statements of Clarkson PLC for the year ended 31 December 2025 were authorised for
issue in accordance with a resolution of the Directors on 6 March 2026. Clarkson PLC is a Public Limited Company, listed on the
London Stock Exchange, incorporated in the UK, registered in England and Wales and domiciled in the UK.
The term ‘Parent Company’ refers to Clarkson PLC and ‘Group’ refers to the Company, its consolidated subsidiaries and the
relevant assets and liabilities of the share purchase trusts.
Copies of the Annual Report will be circulated to all shareholders and will also be available from the registered office of the
Company at Commodity Quay, St Katharine Docks, London E1W 1BF.
2 Statement of material accounting policies
2.1 Basis of preparation
The following accounting policies have been applied in preparing the financial statements for the year ended 31 December
2025. Additional accounting policies for the Parent Company are set out in note A to the Parent Company financial statements.
The financial statements are presented in pounds sterling and all values are rounded to the nearest one hundred thousand
pounds sterling (£0.1m) except where otherwise indicated.
The consolidated income statement is shown in columnar format to assist with understanding the Group’s results by presenting
profit for the year before acquisition-related costs; this is referred to as ‘underlying profit’. The column ‘acquisition-related costs’
includes the amortisation of acquired intangible assets, the costs of acquiring new businesses and the expensing of the cash
and share-based elements of consideration linked to ongoing employment obligations on acquisitions.
Except where noted, the accounting policies set out in this note have been applied consistently to all periods presented in these
consolidated financial statements.
These notes form an integral part of the financial statements on pages 142 to 185.
Statement of compliance
The consolidated financial statements of the Group have been prepared in accordance with UK-adopted international
accounting standards in conformity with the requirements of the Companies Act 2006 as applicable to companies reporting
under those standards and the Disclosure Guidance and Transparency Rules Sourcebook of the United Kingdom’s Financial
Conduct Authority.
Going concern
The consolidated financial statements have been prepared on a going concern basis, under the historical cost convention,
as modified by financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss
and fair value through other comprehensive income.
The Group has considerable financial resources available to it, a strong balance sheet and has consistently generated a profit.
As a result of this, the Directors believe that the Group is well placed to manage its business risks successfully.
Management has stress tested a range of scenarios, using the Board-approved budget and monthly cash flows to
31 December 2028, modelling different assumptions with respect to the Group’s cash resources. Three different scenarios
were considered:
− Management modelled the impact of a reduction in annual profitability to £30m (a level of profit the Group has exceeded
in every year since 2013), whilst taking no mitigating actions
− Management assessed the impact of a significant reduction in world seaborne trade similar to that experienced in the global
financial crisis in 2008, the pandemic in 2020 and the Ukraine conflict in 2022: seaborne trade recovered in 2009, 2021 and
2023. Since 1990, no two consecutive years have seen reductions in world seaborne trade
− Management undertook a reverse stress test over a period of three years to determine what it might take for the Group to
encounter financial difficulties. This test was based on current levels of overheads, the net cash and available funds
1
position
at 31 December 2025, the collection of debts and the invoicing and collection of the forward order book.
Under the first two scenarios, the Group is able to generate profits and cash, and has significant net cash and available funds
1
available to it. In the third scenario, current net cash and available funds
1
, together with the collection of debts and the forward
order book, would leave sufficient cash resources to cover at least the next 12 months without any new business.
Accordingly, the Directors have a reasonable expectation that the Group has sufficient resources to continue in operation for
at least the next 12 months from the date of signing the financial statements. For this reason, they continue to adopt the going
concern basis in preparing the financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 Classed as an APM. See pages 205 and 206 for further information.
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2.1 Basis of preparation continued
Basis of consolidation
The Group’s consolidated financial statements incorporate the results and net assets of Clarkson PLC, its subsidiary
undertakings and the relevant assets and liabilities of the share purchase trusts made up to 31 December each year.
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
unconsolidated from the date that control ceases.
Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the consolidated
balance sheet. Under the equity method of accounting, investments are initially recognised at cost and adjusted thereafter to
recognise the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of
movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable
from joint ventures are recognised as a reduction in the carrying amount of the investment. Where the Group’s share of losses in
an equity-accounted investment equals or exceeds its interest in the equity, including any other unsecured long-term
receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the
other entity. Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the
Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. The carrying amount of equity-accounted investments is tested for impairment in
accordance with the policy described in note 2.8.
See note T to the Parent Company financial statements for full details on subsidiaries and joint ventures.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used
into line with those used by the Group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation. However, for the purposes
of segmental reporting, internal recharges are included within the appropriate segments.
2.2 Changes in accounting policy and disclosures
New and amended standards adopted by the Group
The Group has applied the following amendment for the first time for the annual reporting period commencing 1 January 2025:
− Lack of Exchangeability – Amendments to IAS 21.
The amendment listed above did not have any impact on the amounts recognised in prior periods and is not expected to
significantly affect the current or future periods.
New standards, amendments and interpretations issued but not yet effective for the financial year beginning 1 January 2025
and not early adopted
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ will replace IAS 1 ‘Presentation of Financial Statements’,
introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide
more relevant information and transparency to users.
Management is currently assessing the detailed implications of applying the new standard on the Group’s consolidated financial
statements, but does not expect the presentational changes on the primary financial statements to be material. Additionally, the
Group does not expect there to be a significant change in the information that is currently disclosed in the notes, other than
new disclosures in relation to management-defined performance measures, because the requirement to disclose material
information remains unchanged; however, the way in which the information is grouped might change as a result of the
aggregation/disaggregation principles.
The Group will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is
required, and so the comparative information for the financial year ending 31 December 2026 will be restated in accordance
with IFRS 18.
Other new accounting standards, amendments to accounting standards, and interpretations have been published that are
not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Group. These standards,
amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting
periods and on foreseeable future transactions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2 Statement of material accounting policies continued 2.3 Critical accounting judgements and estimates
The following are the critical accounting judgements and estimations that the Directors have made in the process of applying
the Group’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated
financial statements.
Judgements
Revenue recognition
IFRS 15 ‘Revenue from Contracts with Customers’ requires the Group to assess its revenue streams, including whether the
recognition of revenue should be at a ‘point in time’ or ‘over time’. Where revenue is at a point in time, a judgement is also
required to determine at which point this is. The Group has defined and determined its performance obligation, which continues
to be the successful satisfaction of the negotiated contract between counterparties and therefore recognises revenue at this
point in time. This is a critical judgement, since if the performance obligation was deemed to be satisfied at an earlier point or
over time, the revenue recognition would differ.
In addition, for certain clients, the Group considers that there is uncertainty at the time of invoicing as to whether the clients
are capable of settling their invoices when due. The Group continues to trade with such clients, as they are deemed to be key
market participants or preferred counterparties for certain transactions. At the point of revenue recognition, these amounts are
invoiced but provisions are made which directly offset against revenue, on the basis consideration is not certain until it is
received. See note 2.19 for further details.
Alternative performance measures
The Group excludes adjusting items (exceptional items and acquisition-related costs) from its underlying earnings measure.
The Directors believe that alternative performance measures can provide users of the financial statements with a better
understanding of the Group’s underlying financial performance, if used properly. If improperly used and presented, these
measures could mislead the users of the financial statements by obscuring the real profitability and financial position of the
Group. Directors’ judgement is required as to what items qualify for this classification. Further details are included on pages 205
and 206.
IFRS 16 ‘Leases’
Key judgements made in calculating the initial measurement include determining the lease term where extension or termination
options exist. In such instances, all facts and circumstances that may create an economic incentive to exercise an extension
option, or not exercise a termination option, have been considered to determine the lease term. Extension periods (or periods
after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not
terminated), such as for options with renewal dates in the next 12 months.
A judgement is made at the commencement of a lease as to whether elements of the contract are lease components or
non-lease components. If an element does not convey the right to control the use of an identified asset for a period of time
in exchange for consideration then this is treated as a non-lease component. The most significant non-lease component
attributable to the Group is service charges.
Estimation uncertainty
The assumptions and estimates at the end of the current reporting period that have a significant risk of resulting in a material
adjustment to the carrying amounts of assets and liabilities within the next financial year are set out below.
Impairment of trade receivables
Trade receivables are amounts due from clients in the ordinary course of business. Trade receivables are classified as current
assets if collection is due within one year or less (or in the normal operating cycle of the business, if longer). If not, they are
presented as non-current assets. The provision for impairment of receivables represents management’s best estimate of
expected credit losses to arise on trade receivables at the balance sheet date. Determining the amount of the provision includes
analysis of specific clients’ creditworthiness which may be impaired as indicated by the age of the invoice, the existence of any
disputes, recent historical payment patterns and any known information regarding the client’s financial position. In a limited
number of circumstances, where doubt exists as to the ability to collect payment, a provision is made at the time of invoicing
(see Judgements: Revenue recognition on page 149). For clients where a specific provision is not recognised, management is
required to estimate expected credit losses in accordance with IFRS 9 ‘Financial Instruments’. This estimate takes into account
the Group’s history of bad debt write-offs and extended unpaid invoices and also views on market conditions both for certain
business lines and territories. Determining the amount of a provision for impairment is inherently judgemental and in a given
year there is a risk this estimate may materially change in the following year, either due to successful, unforeseen collections or
the sudden deterioration or failures of clients. This is therefore deemed to be a critical accounting estimate. See note 14 for
further details.
Impairment testing of goodwill
The Group tests goodwill for impairment on an annual basis. For the 2025 and 2024 reporting periods, the recoverable amount
of the cash-generating units to which assets on the balance sheet have been allocated was determined based on value-in-use
calculations which requires estimation of future cash flows expected to arise for the cash-generating unit, the selection of
suitable discount rates and the estimation of future growth rates. As determining such assumptions is inherently uncertain and
subject to future factors, there is the potential that these may differ in subsequent periods. See note 13 for further details.
Employee benefits
The determination of the Group’s defined benefit obligation depends on certain assumptions, such as the selection of the
discount rate, inflation rates and mortality rates. These assumptions are considered to be a key source of estimation uncertainty
as relatively small changes in the assumptions used may have a significant effect on the Group’s financial statements within the
next year. See note 23 for further details.
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2.4 Property, plant and equipment
Land held for use in the production or supply of goods or services, or for administrative purposes, is stated on the balance
sheet at its historical cost.
Freehold and long leasehold properties, leasehold improvements, office furniture and equipment and motor vehicles are
recorded at cost less accumulated depreciation and any recognised impairment loss. Cost includes the original purchase price
of the asset.
Land is not depreciated. Depreciation on other assets is charged on a straight-line basis over the estimated useful life (after
allowing for estimated residual value, if material) of the asset, and is charged from the time an asset becomes available for its
intended use. Estimated useful lives are as follows:
Freehold and long leasehold properties
10 to 60 years
Leasehold improvements
Over the period of the lease
Office furniture and equipment
2 to 10 years
Motor vehicles
4 to 5 years
Estimates of useful lives and residual scrap values are assessed annually.
At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment to determine whether
there is any indication that those assets have suffered an impairment loss.
2.5 Investment properties
Land and buildings held for long-term investment and to earn rental income are classified as investment properties. Investment
properties are stated at cost less accumulated depreciation and any recognised impairment loss.
Depreciation is charged on a straight-line basis over the estimated useful life of the asset, and is charged from the time an asset
becomes available for its intended use. The estimated useful life of investment properties is 60 years.
In addition to historical cost accounting, the Directors have also presented, through additional narrative, the fair value of the
investment properties in note 10.
2.6 Business combinations and goodwill
Business combinations are accounted for using the acquisition method.
Goodwill is initially measured at cost being the excess of the cost of the business combination over the Group’s share in the net
fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities.
All transaction costs are expensed in the income statement as incurred.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration that is deemed to be an asset or liability are recognised in the income
statement. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted
for within equity.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s
cash-generating units identified according to operating segment and is assessed annually for impairment.
2 Statement of material accounting policies continued 2.7 Intangible assets
Separately acquired intangible assets are measured on initial recognition at cost. The cost of intangible assets acquired
in a business combination is the fair value as at the date of acquisition.
Costs incurred on development projects, relating to the introduction or design of new systems or improvement of the existing
systems, are only capitalised as intangible assets if capitalisation criteria under IAS 38 ‘Intangible Assets’ are met; that is, where
the related expenditure is separately identifiable, the costs are measurable and management is satisfied as to the ultimate
technical and commercial viability of the project such that it will generate future economic benefits based on all relevant
available information. Capitalised development costs are amortised from the date the system is fully operational over their
expected useful lives (not exceeding five years). Other costs linked to development projects that do not meet the above criteria ,
such as data population, research expenditure and staff training costs, are recognised within administrative expenses as
incurred.
Costs incurred in the provision and implementation of Software as a Service (‘SaaS’) agreements, including subscriptions,
software configuration and customisation, data migration, testing and training are expensed in the income statement as
incurred. To the extent that a SaaS agreement has a separately identifiable intangible asset that is material, the costs are
capitalised until the software application use commences and then amortised over their expected useful life (not exceeding
five years).
Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated
impairment losses.
Intangible assets with finite lives are amortised over the useful life and assessed for impairment whenever there is an indication
that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a
finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of
consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or
method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets
with finite lives is recognised in the income statement within administrative expenses.
Intangible assets are amortised as follows:
Trade name and non-contractual commercial relationships
Up to 15 years
Forward order book on acquisition
Up to 5 years
Development costs
Up to 5 years
2.8 Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An
asset’s recoverable amount is the higher of its fair value less costs to sell and its value-in-use and is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of
assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written
down to its recoverable amount. In assessing value-in-use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, or other available fair value indicators.
Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent with
the function of the impaired asset.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that
previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the Group
makes an estimate of the recoverable amount. A previously recognised impairment loss is reversed only if there has been a
change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that
is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset
in prior years.
Goodwill
The Group assesses whether there are any indicators that goodwill is impaired at each reporting date. Goodwill is tested for
impairment annually.
Any impairment of goodwill is determined by assessing the recoverable amount of the cash-generating units to which the
goodwill relates. Where the recoverable amount of the cash-generating units is less than their carrying amount, an impairment
loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. The Group performs its annual
impairment test of goodwill as at 31 December.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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2.9 Investments and other financial assets
Classification
Financial assets within the scope of IFRS 9 ‘Financial Instruments’ are classified as financial assets at fair value through profit or
loss (‘FVPL’), financial assets at fair value through other comprehensive income (‘FVOCI’) and financial assets at amortised cost.
The Group determines the classification of its financial assets on initial recognition, taking into account the purpose for which
the financial assets were acquired.
Financial assets at fair value through profit or loss (‘FVPL’)
These assets are measured at fair value. Net gains and losses are recognised in profit or loss in finance income or finance costs.
Any interest or dividend income are recognised in profit or loss in finance income or finance costs.
Financial assets at fair value through other comprehensive income (‘FVOCI’)
These assets are measured at fair value. Dividends are recognised when the entity’s right to receive payment is established,
it is probable the economic benefits will flow to the entity, and the amount can be measured reliably. Dividends are recognised
in the income statement unless they clearly represent recovery of a part of the cost of the investment. Changes in fair value
are recognised in other comprehensive income and are never recycled to the income statement, even if the asset is sold or
impaired.
Recognition and measurement
Fair value
The fair value of investments in equity instruments that are actively traded in organised financial markets is determined by
reference to quoted market bid prices at the close of business on the balance sheet date. For investments where there is no
active market, fair value is determined using valuation techniques. Such valuation techniques include using recent arm’s-length
market transactions, reference to the current market value of another instrument which is substantially the same, discounted
cash flow analysis, or other valuation models.
Amortised cost
Loans and receivables are measured at amortised cost. This is computed using the effective interest method less any allowance
for impairment. The calculation takes into account any premium or discount on acquisition and includes transaction costs and
fees that are an integral part of the effective interest rate.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method less provision for impairment.
2.10 Impairment of financial assets
The Group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.
Assets carried at amortised cost
Impairment losses for trade receivables are recognised within revenue to the extent there is uncertainty at the time of invoicing
as to whether the clients are capable of settling their invoices when due. For all other trade receivables, a provision for
impairment is determined with reference to specific analysis of increased credit loss risk for clients and lifetime expected credit
losses (the simplified approach). The carrying amount of the receivable in both instances is reduced through use of an
allowance account. Impaired debts are derecognised when they are assessed as uncollectible.
2.11 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (‘FIFO’) method
and excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less
applicable variable selling expenses.
2.12 Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of between one day and
three months.
2 Statement of material accounting policies continued 2.13 Derivative financial instruments and hedge accounting
The Group uses various derivative financial instruments to reduce exposure to foreign exchange movements. These can include
foreign currency contracts and currency options. All derivative financial instruments are initially recognised on the balance sheet
at their fair value adjusted for transaction costs.
The fair values of financial instrument derivatives are determined by reference to quoted prices in an active market.
The method of recognising the movements in the fair value of the derivative depends on whether the instrument has been
designated as a hedging instrument (determined with reference to IFRS 9 ‘Financial Instruments’) and, if so, the cash flow being
hedged. To qualify for hedge accounting, the terms of the hedge must be clearly documented at inception and there must be
an expectation that the derivative will be highly effective in offsetting changes in the cash flow of the hedged risk. Hedge
effectiveness is tested throughout the life of the hedge and if at any point it is concluded that the relationship can no longer be
expected to remain highly effective in achieving its objective, the hedge relationship is terminated. The Group designates the
hedged risk as movements in the spot rate, with changes in the forward rate recognised in other comprehensive income.
Gains and losses on financial instrument derivatives which qualify for hedge accounting are recognised according to the nature
of the hedge relationship and the item being hedged.
Cash flow hedges: derivative financial instruments are classified as cash flow hedges when they hedge the Group’s exposure
to changes in cash flows attributable to a particular asset or liability or a highly probable forecast transaction. Gains or losses
on designated cash flow hedges are recognised directly in equity in other comprehensive income, to the extent that they are
determined to be effective. Any remaining portion of the gain or loss is recognised immediately in the income statement.
On recognition of the hedged asset or liability, any gains or losses that had previously been recognised directly in equity are
included in the initial measurement of the fair value of the asset or liability. When a hedging instrument expires or is sold, or
when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss in equity remains there and is
recognised in the income statement when the forecast transaction is ultimately recognised. When a forecast transaction is
no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income
statement and reported in revenue.
Where financial instrument derivatives do not qualify for hedge accounting, changes in the fair market value are recognised
immediately in the income statement.
2.14 Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business. These are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle
of the business if longer). If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.
2.15 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed,
for example under an insurance contract, the reimbursement is recognised as a separate asset, but only when the
reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any
reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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Financial Statements
2.16 Employee benefits
The Group operates various post-employment schemes, including both defined contribution and defined benefit pension plans.
Defined contribution plans
For defined contribution plans, the Group pays contributions to publicly or privately administered pension arrangements on
a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been
paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are
recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
Defined benefit plans
Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually
dependent on one or more factors such as age, years of service and compensation.
The asset/liability recognised in the balance sheet in respect of defined benefit pension plans is the difference between the
present value of the defined benefit obligation at the end of the reporting period and the fair value of plan assets. The defined
benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of
the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-
quality corporate bonds that have terms to maturity approximating to the terms of the related pension obligation.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited
to equity in other comprehensive income in the period in which they arise.
Past service costs are recognised immediately in administrative expenses.
The net benefit income/expense is calculated by applying the discount rate to the net balance of the defined benefit obligation
and the fair value of plan assets. This income/expense is included in other finance income/cost – pensions in the income
statement.
2.17 Share-based payment transactions
Employees (including senior executives) of the Group receive remuneration in the form of share-based payment transactions,
whereby consideration is received in the form of equity instruments for services rendered (equity-settled transactions).
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they
are granted. The fair value of these awards was valued using either a Monte Carlo valuation model or a Black-Scholes model,
depending on the type of award being valued. See note 22 for further details.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which
the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully
entitled to the award (the vesting date). The cumulative expense recognised for equity-settled transactions at each reporting
date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the
number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement
in cumulative expense recognised at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market
condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other
performance and/or service conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
See note 7 for further details.
The social security contributions payable in connection with the share options are considered an integral part of the grant itself,
and the charge will be treated as a cash-settled transaction.
2.18 Share capital
Ordinary shares are recognised in equity as share capital at their nominal value. The difference between consideration received
and the nominal value is recognised in the share premium account, except when applying the merger relief provision of the
Companies Act 2006.
Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from
the proceeds.
Company shares held in trust in connection with the Group’s employee share schemes are deducted from consolidated
shareholders’ equity. Purchases, sales and transfers of the Company’s shares are disclosed as changes in consolidated
shareholders’ equity. The assets and liabilities of the trusts are consolidated in full into the Group’s consolidated
financial statements.
2.19 Revenue recognition
Revenue is recognised in accordance with the satisfaction of performance obligations of contracts.
Broking
Shipbroking and offshore revenue consists of commission receivable and is predominantly recognised at a point in time.
The point in time is deemed to be when the underlying parties to the transaction have completed their respective obligations
and successfully fulfilled the contract between them as brokered and overseen by Clarksons.
The transaction price is fixed and determined with reference to the contracted commission rate for the broker. Broking revenue
contracts vary, with certain contracts having a single performance obligation and others, such as newbuilds, containing multiple
performance obligations, each recognised at a point in time. In the case of single performance obligation contracts, the
transaction is allocated wholly against that performance obligation. In the case of multiple performance obligation contracts,
the transaction price is allocated with reference to the agreed stages of completion in the underlying contract. The price for
such stages is agreed between the underlying counterparties and Clarksons’ commission is derived as a percentage of this.
The stage of completion is deemed a reasonable proxy for the allocation of the total consideration transaction price to
performance obligations in the contract.
Time charter commission revenue is recognised over time in line with the period of time for which the vessel is being chartered,
which is deemed to be the most faithful representation of the service provided over the period of the contract. The transaction
price is apportioned evenly over the life of the charter per the contract.
Futures broking commissions are recognised when the services have been performed.
Financial
Revenue consists of commissions and fees receivable from financial services activities. Fees from investment banking activities,
syndication and other financial solutions are recognised at a point in time, on a success basis, when certain criteria in applicable
agreements have been met. Financial revenue usually involves a single performance obligation (being successful execution of
the relevant financial services activity). The transaction price is allocated wholly to the point in time when this performance
obligation is satisfied. The transaction price usually is determined as a fixed percentage of the underlying financial services
transaction.
Support
Agency income is recognised at a point in time when vessels arrive in port. The transaction price is clearly defined in the
contract as the fee for providing the service and an agreed charge is made for disbursements, if applicable.
Revenue from the sale of goods and services is recognised on the delivery of goods or the provision of services to the client.
The transaction price is clearly defined in the sales order for each product ordered.
Port services income is recognised on the vessel load or discharge completion date and stores rent on an over time basis.
The transaction price is clearly defined in the contract as the fee per tonne of product loaded, stored or discharged.
Freight forwarding income is recognised on the date of dispatch of goods or services. The transaction price is clearly defined
as per the quote provided to the client for the storage or transportation of goods.
The transaction price is allocated wholly to the performance obligation.
Research
Revenue comprises both fees for one-off projects and valuations, which are recognised as and when services are performed,
and sales of shipping publications and other information, which are recognised when the research products are delivered.
Subscriptions to periodicals and other information are recognised over time, which is determined with reference to the
subscription period and therefore the most faithful representation of how the client consumes the benefit. The transaction price
is agreed in the contract and is on a per product basis and either recognised wholly at a point in time, or in the case of
subscriptions, it is spread evenly over the subscription period. The transaction price is allocated wholly to the performance
obligation.
Contract assets/liabilities
Except for Research, which is generally invoiced in advance, invoicing typically aligns with the timing that performance
obligations are satisfied. Payment terms are set out in note 14.
At the year-end, there may be amounts where invoices have not been raised but performance obligations are deemed satisfied.
These are recognised as contract assets and mainly arise in Broking and Financial. In Research, amounts invoiced ahead of
performance obligations being satisfied are included as contract liabilities.
2.20 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-
maker. The Group considers the executive members of the Company’s Board to be the chief operating decision-maker.
Transactions between operating segments are at arm’s length.
2 Statement of material accounting policies continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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Financial Statements
2.21 Foreign currencies
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the date of the
transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date. Gains and losses arising on retranslation are included in the
income statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates
as at the date of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using
the exchange rates as at the date when the fair value was determined.
On consolidation, the assets and liabilities of the Group’s overseas operations are translated into pounds sterling at exchange
rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the
period as an approximation of rates prevailing at the date of the transaction. Exchange differences arising, if any, are recognised
in the consolidated statement of comprehensive income and transferred to the Group’s currency translation reserve. Such
translation differences are recognised as income or expense in the period in which an operation is disposed. Cumulative
translation differences were set to zero at the date of transition to IFRS.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the
foreign operation and translated at the closing rate.
2.22 Taxation
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted by the balance sheet date.
Current income tax is recognised in the income statement, except on items relating to equity, in which case the related current
income tax is recognised directly in equity.
Deferred income tax
Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences, except:
− where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit
or loss
− in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable
future.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and
unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences and the carry forward of unused tax credits and unused tax losses can be utilised, except:
− where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss
− in respect of deductible temporary differences associated with investments in subsidiaries, deferred income tax assets are
recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and
taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be
utilised. In calculating future taxable profits, the forecasts considered were consistent with those used for the purposes of the
Group’s annual goodwill impairment testing and relevant future taxable profits were generally forecast for a minimum time
frame of five years. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised
to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset
is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
balance sheet date.
Deferred income tax relating to items recognised directly in equity is recognised in equity and not in profit or loss.
Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current
tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same
taxation authority, where there is an intention to settle the balances on a net basis.
2.23 Leases
The Group as lessee
The Group assesses whether a contract is, or contains, a lease, at inception of the contract. The Group recognises a right-of-use
asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term
leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Group
recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted by using the lessee’s incremental borrowing rate, if the rate implicit in the lease cannot be readily determined. The
incremental borrowing rate is based on the rate payable for loans of a similar term and asset value, or from a series of inputs
including government bond yields and adjustments to take into account entity-specific risk profiles.
Lease payments included in the measurement of the lease liability comprise fixed lease payments (including in-substance fixed
payments) less any lease incentives receivable; variable lease payments that depend on an index or rate; amounts expected to
be payable by the lessee under residual value guarantees; the exercise price of purchase options, if the lessee is reasonably
certain to exercise the options; and payments of penalties for terminating the lease, if the lease term reflects the exercise of an
option to terminate the lease.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the
effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) if one of the
following occurs:
− The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment
of the exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments
using a revised discount rate
− The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual
value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount
rate
− A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease
liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a
revised discount rate at the effective date of the modification.
Non-lease components are charged to the income statement in line with the services being provided.
The right-of-use assets comprise the initial measurement of the corresponding lease liability less any lease incentives received
and any initial direct costs. They are subsequently measured at cost less accumulated depreciation.
Whenever the Group incurs an obligation for costs to restore the site on which it is located or to restore the underlying asset to
the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37
‘Provisions, Contingent Liabilities and Contingent Assets’ with a corresponding entry within the related right-of-use asset.
Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset;
depreciation starts at the commencement date of the lease. See note 2.8 for the policy on impairment.
The Group as lessor
The Group enters into lease agreements as a lessor with respect to some of its properties. Leases for which the Group is a lessor
are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
All of the Group’s leases are classified as operating leases with rental income from these leases recognised on a straight-line
basis over the term of the relevant lease.
2 Statement of material accounting policies continued
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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Financial Statements
3 Revenue and expenses
2025 2024
£m £m
Revenue
Revenue from contracts with customers
630.8
661.2
Revenue from other sources: rental income
0.6
0.2
631.4
661.4
Revenue is disaggregated further in note 4, which is the level at which it is analysed within the business. Further information on
the timing of transfer of goods and services for revenue streams is included in note 2. Included in revenue is £11.6m
(2024: £10.7m) that was included in the contract liability balance at the beginning of the year and £7.1m (2024: £2.8m) that was
included in the contract asset balance at the end of the year.
The forward order book comprises contracts where the Group’s performance obligations are not yet satisfied and accordingly,
no revenue or asset is recognised.
2025 2024
£m £m
Cost of sales
Agency services
12.0
10.8
Inventories
24.8
21.3
Other
2.3
1.6
39.1
33.7
2025 2024
£m £m
Finance income
Bank interest income
13.5
14.3
Dividend income
–
0.1
Other finance income
0.5
0.5
14.0
14.9
2025 2024
£m £m
Finance costs
Interest expenses on lease liabilities
1.8
1.5
Other finance costs
0.6
0.4
2.4
1.9
2025 2024
£m £m
Other finance income – pensions
Net benefit income
0.8
0.6
Operating profit
Operating profit from continuing operations is stated after charging/(crediting):
2025 2024
£m £m
Depreciation
16.2
15.0
Amortisation of intangible assets
5.8
5.2
Net foreign exchange losses/(gains)
2.9
(5.7 )
Research and development
10.8
11.5
Short-term lease expense
0.4
0.3
2025 2024
£000 £000
Auditors’ remuneration
Fees payable to the Company’s Auditors for the audit of the Company’s and Group’s financial
statements
457
438
Fees payable to the Company’s Auditors and their associates for other services:
The auditing of financial statements of subsidiaries of the Company
548
480
Audit-related assurance services
133
121
1,138
1,039
Audit-related assurance services consists of £50,000 (2024: £48,000) in relation to the half year review and £83,000 (2024:
£73,000) of other audit-related services in relation to required regulatory reporting.
2025 2024
£m £m
Employee compensation and benefits expense
Wages and salaries
361.1
380.7
Social security costs
35.2
36.8
Share-based payment expense
2.4
2.5
Other pension costs
11.2
11.3
409.9
431.3
The numbers above include remuneration and pension entitlements for each Director. Details are included in the Directors’
Remuneration Report in the Directors’ emoluments and compensation table on page 113. The Clarkson PLC Directors are
considered to be the only key management personnel.
The average monthly number of persons employed by the Group during the year, including Executive Directors, is analysed below:
2025 2024
Number of Number of
employees employees
Broking
1,504
1,402
Financial
127
119
Support
457
432
Research
167
150
2,255
2,103
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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Financial Statements
4 Segmental information
The Group considers the executive members of the Company’s Board to be the chief operating decision-maker. The Board
receives segmental operating and financial information on a regular basis. The segments are determined by the class of
business the Company provides and are Broking, Financial, Support and Research. This is consistent with the way the Group
manages itself and with the format of the Group’s internal financial reporting.
Clarksons’ Broking division represents services provided to shipowners and charterers relating to the transportation by sea of
a wide range of cargoes. It also represents sale and purchase services provided to buyers and sellers/yards of maritime assets.
Also included is a futures broking operation which arranges principal-to-principal cash-settled contracts for differences based
upon standardised freight contracts.
The Financial division represents full-service investment banking, specialising in the maritime, oil services and natural resources
sectors. Clarksons also provides structured asset finance services and structured projects in the shipping, offshore and real
estate sectors.
Support includes port and agency services representing ship agency services provided throughout the UK and Egypt.
Research services encompass the provision of shipping-related information and publications.
All areas of the business work closely together to provide the best possible service to our clients. Internal recharges are
included within the appropriate segments. Segment revenue represents revenue from external clients.
The Group is not reliant on any major client that contributes more than 10% of Group revenue.
Business segments
Revenue
Results
2025 2024 2025 2024
£m £m £m £m
Broking
476.0
529.3
93.9
122.6
Financial
60.1
42.6
12.9
5.2
Support
68.1
65.0
4.8
7.7
Research
27.2
24.5
10.6
9.5
Segment revenue/operating profit
631.4
661.4
122.2
145.0
Head office costs
(44.2)
(43.3)
Operating profit before acquisition-related costs
78.0
101.7
Acquisition-related costs
(3.7)
(3.2)
Operating profit
74.3
98.5
Finance income
14.0
14.9
Finance costs
(2.4)
(1.9)
Other finance income – pensions
0.8
0.6
Profit before taxation
86.7
112.1
Taxation
(20.1)
(25.8)
Profit for the year
66.6
86.3
Business segments
Assets
Liabilities
2025 2024 2025 2024
£m £m £m £m
Broking
713.7
717.9
270.4
287.7
Financial
146.7
65.3
90.3
20.6
Support
63.6
63.9
26.0
26.9
Research
14.3
14.5
14.8
13.5
Segment assets/liabilities
938.3
861.6
401.5
348.7
Unallocated assets/liabilities
40.2
38.7
49.2
55.9
978.5
900.3
450.7
404.6
Unallocated assets predominantly relate to head office cash balances and cash on deposit, the pension scheme surplus and tax
assets. Unallocated liabilities include the pension scheme deficit, tax liabilities and head office accruals.
Business segments
Non-current asset additions*
Depreciation
Amortisation
2025 2024 2025 2024 2025 2024
£m £m £m £m £m £m
Broking
32.1
9.9
12.9
11.4
5.1
4.6
Financial
6.5
0.1
1.0
1.1
–
–
Support
3.1
6.6
2.1
2.1
0.7
0.6
Research
–
–
0.2
0.4
–
–
41.7
16.6
16.2
15.0
5.8
5.2
* Excludes deferred tax assets, employee benefits and financial assets.
Geographical segments – by origin of invoice
Revenue
2025 2024
£m £m
Europe, Middle East and Africa*
469.4
484.4
Americas
23.4
28.7
Asia-Pacific
138.6
148.3
631.4
661.4
Geographical segments – by location of assets
Non-current assets**
2025 2024
£m £m
Europe, Middle East and Africa*
229.9
218.8
Americas
11.5
4.8
Asia-Pacific
22.1
13.4
263.5
237.0
* Includes revenue for the UK of £271.4m (2024: £287.6m) and non-current assets for the UK of £109.2m (2024: £111.2m).
** Non-current assets excludes deferred tax assets and employee benefits.
5 Acquisition-related costs
Acquisition-related costs include £1.0m (2024: £0.8m) of amortisation of intangibles, £0.4m (2024: £0.1m) of transaction costs,
£0.2m (2024: £nil) of interest cost on liabilities and £2.3m (2024: £2.3m) of other charges linked to acquisitions.
From the above, £0.3m of amortisation of intangibles, £0.2m of transaction costs and £0.2m of interest cost on liabilities relate
to acquisitions in the year. See note 12 for further details.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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6 Taxation
Tax charged in the consolidated income statement is as follows:
2025 2024
£m £m
Current tax
Tax on profits for the year
21.0
27.5
Adjustments in respect of prior years
(1.8)
(2.0)
19.2
25.5
Deferred tax
Origination and reversal of temporary differences
0.9
0.3
Total tax charge in the income statement
20.1
25.8
Tax relating to items (credited)/charged to equity is as follows:
2025 2024
£m £m
Current tax
Employee benefits
– other employee benefits
(0.1)
(1.1)
(0.1)
(1.1)
Deferred tax
Employee benefits
– on pension benefits
0.4
(0.4)
Employee benefits
– other employee benefits
0.1
(2.0)
Foreign currency contracts
2.0
(1.4)
2.5
(3.8)
Total tax charge/(credit) in the statement of changes in equity
2.4
(4.9)
Reconciliation of tax charge
The tax charge in the consolidated income statement for the year is lower (2024: lower) than the average standard rate of
corporation tax in the UK of 25.0% (2024: 25.0%). The differences are reconciled below:
2025 2024
£m £m
Profit before taxation
86.7
112.1
Profit at UK average standard rate of corporation tax of 25.0% (2024: 25.0%)
21.7
28.0
Effects of:
Expenses not deductible for tax purposes
2.3
2.7
Lower tax rates on overseas earnings
(5.1)
(4.9)
Tax losses not recognised
0.4
–
Adjustments in respect of prior years
(0.8)
(2.0)
Other adjustments
1.6
2.0
Total tax charge in the income statement
20.1
25.8
Deferred tax
Deferred tax charged in the consolidated income statement is as follows:
2025 2024
£m £m
Employee benefits
– on pension benefits
0.1
–
Employee benefits
– on employee benefits
1.7
0.2
In relation to earnings of overseas subsidiaries
(0.1)
0.2
Other temporary differences
(0.8)
(0.1)
Deferred tax charge in the income statement
0.9
0.3
Deferred tax included in the balance sheet is as follows:
2025 2024
£m £m
Deferred tax assets
Employee benefits
– other employee benefits
17.4
19.5
Tax losses
0.1
0.1
Foreign currency contracts
–
0.7
Tangible assets
4.5
1.4
Other temporary differences
0.4
0.8
Deferred tax assets before offset
22.4
22.5
Offset against deferred tax liabilities
(5.5)
(4.4)
Deferred tax assets in the balance sheet
16.9
18.1
Deferred tax liabilities
Employee benefits
– on pension benefits
(3.6)
(3.1)
In relation to earnings of overseas subsidiaries
(3.2)
(3.4)
Foreign currency contracts
(1.3)
–
Intangible assets
(2.1)
(2.5)
Tangible assets
(5.3)
(2.5)
Other temporary differences
(0.6)
(0.8)
Deferred tax liabilities before offset
(16.1)
(12.3)
Offset against deferred tax assets
5.5
4.4
Deferred tax liabilities in the balance sheet
(10.6)
(7.9)
Deferred tax assets and liabilities are offset and reported net where appropriate and permitted within territories.
Included in the above are deferred tax assets of £4.8m (2024: £5.5m) and deferred tax liabilities of £1.2m (2024: £nil) which are
due within one year. Deferred tax assets are recognised to the extent that the realisation of the related tax benefit through
future taxable profits is probable.
All deferred tax movements arise from the origination and reversal of temporary differences. The Group did not recognise a
deferred tax asset of £2.8m (2024: £2.9m) in respect of unused tax losses of £8.9m (2024: £9.8m), which predominantly have
either no expiry date or an expiry date of 10 years or more.
Deferred taxes at the balance sheet date have been measured using the appropriate and substantively enacted tax rates and
are reflected in these financial statements.
OECD Pillar Two model rules
The Group will be subject to the global minimum tax under Pillar Two legislation for the first time from 2026. The Group has
applied the mandatory temporary exception under IAS 12 and, accordingly, has not recognised or disclosed deferred tax assets
and liabilities related to Pillar Two income taxes. Based on management’s assessment of legislation enacted to date, the
application of the rules is not expected to have a material impact on the Group’s tax charge. The Group continues to monitor
legislative developments related to the rules.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
162 163Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements
7 Earnings per share
2025
2024
Underlying Reported Underlying Reported
£m £m £m £m
Profit for the year attributable to equity holders
of the Parent Company
69.4
65.7
87.9
84.9
2025
2024
Underlying Reported Underlying Reported
Million Million Million Million
Weighted average number of ordinary shares – basic
30.7
30.7
30.7
30.7
Dilutive effect of share options
0.2
0.2
0.2
0.2
Weighted average number of ordinary shares – diluted
30.9
30.9
30.9
30.9
2025
2024
Underlying Reported Underlying Reported
Pence Pence Pence Pence
Basic earnings per share
225.8
214.0
286.9
277.1
Diluted earnings per share
224.6
212.9
284.9
275.2
Basic earnings per share amounts are calculated by dividing profit for the year attributable to equity holders of the Parent
Company by the weighted average number of ordinary shares in issue during the year, excluding share purchase trusts’ shares.
Diluted earnings per share amounts are calculated by dividing profit for the year attributable to equity holders of the Parent
Company by the weighted average number of ordinary shares in issue during the year, excluding share purchase trusts’ shares,
plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential
ordinary shares into ordinary shares. The calculation of diluted earnings per share does not assume conversion, exercise,
or other issue of potential ordinary shares that would have an anti-dilutive effect on earnings per share.
The share awards relating to Directors, where the performance conditions have not yet been met at the balance sheet date,
are not included in the above numbers. The weighted average number of these shares was 81,894 (2024: 38,218).
There are 220,783 share options in relation to the employee ShareSave scheme that are not included because they are
anti-dilutive at the year-end (2024: 65,148). These options could potentially dilute basic earnings per share in the future.
8 Dividends
2025 2024
£m £m
Declared and paid during the year:
Final dividend for 2024 of 77p per share (2023: 72p per share)
23.1
21.8
Interim dividend for 2025 of 33p per share (2024: 32p per share)
9.9
9.7
Dividends paid
33.0
31.5
Proposed for approval at the AGM (not recognised as a liability at 31 December):
Final dividend for 2025 proposed of 79p per share (2024: 77p per share)
24.4
23.6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
9 Property, plant and equipment
2025
Freehold
and long Office
leasehold Leasehold furniture and Motor
properties improvements equipment vehicles Total
£m £m £m £m £m
Original cost
At 1 January 2025
10.9
22.0
31.5
1.0
65.4
Additions
0.1
2.4
2.8
0.2
5.5
Disposals
(0.9)
(0.7)
(3.5)
(0.1)
(5.2)
Foreign exchange differences
(0.1)
0.1
(0.2)
–
(0.2)
At 31 December 2025
10.0
23.8
30.6
1.1
65.5
Accumulated depreciation
At 1 January 2025
1.9
12.4
22.1
0.5
36.9
Charged during the year
0.2
1.6
3.4
0.2
5.4
Disposals
(0.2)
(0.6)
(3.1)
(0.1)
(4.0)
Foreign exchange differences
–
(0.1)
0.3
–
0.2
At 31 December 2025
1.9
13.3
22.7
0.6
38.5
Net book value at 31 December 2025
8.1
10.5
7.9
0.5
27.0
2024
Freehold
and long Office
leasehold Leasehold furniture and Motor
properties improvements equipment vehicles Total
£m £m £m £m £m
Original cost
At 1 January 2024
11.3
21.7
31.4
0.9
65.3
Additions
0.1
1.5
3.8
0.3
5.7
Arising on acquisitions
–
–
0.3
–
0.3
Disposals
(0.3)
(1.1)
(3.4)
(0.2)
(5.0)
Foreign exchange differences
(0.2)
(0.1)
(0.6)
–
(0.9)
At 31 December 2024
10.9
22.0
31.5
1.0
65.4
Accumulated depreciation
At 1 January 2024
1.9
12.1
22.3
0.5
36.8
Charged during the year
0.3
1.5
3.4
0.2
5.4
Disposals
(0.2)
(1.1)
(3.3)
(0.2)
(4.8)
Foreign exchange differences
(0.1)
(0.1)
(0.3)
–
(0.5)
At 31 December 2024
1.9
12.4
22.1
0.5
36.9
Net book value at 31 December 2024
9.0
9.6
9.4
0.5
28.5
At 31 December 2025 there was £13.5m relating to fully depreciated property, plant and equipment that are still in use
(2024: £11.6m).
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Financial Statements
12 Intangible assets
2025
Other
Development intangible
Goodwill costs assets Total
£m £m £m £m
Cost
At 1 January 2025
260.1
26.8
33.4
320.3
Additions
–
1.8
0.1
1.9
Arising on acquisitions
2.0
–
2.4
4.4
Foreign exchange differences
8.1
–
1.7
9.8
At 31 December 2025
270.2
28.6
37.6
336.4
Accumulated amortisation and impairment
At 1 January 2025
104.0
14.9
28.8
147.7
Charged during the year
–
4.8
1.0
5.8
Foreign exchange differences
3.8
–
1.7
5.5
At 31 December 2025
107.8
19.7
31.5
159.0
Net book value at 31 December 2025
162.4
8.9
6.1
177.4
2024
Other
Development intangible
Goodwill costs assets Total
£m £m £m £m
Cost
At 1 January 2024
276.7
25.3
33.9
335.9
Additions
–
1.5
0.1
1.6
Arising on acquisitions
0.3
–
2.0
2.3
Other (reclassification)
(0.1)
–
0.1
–
Foreign exchange differences
(16.8)
–
(2.7)
(19.5)
At 31 December 2024
260.1
26.8
33.4
320.3
Accumulated amortisation and impairment
At 1 January 2024
112.2
10.4
30.4
153.0
Charged during the year
–
4.5
0.7
5.2
Foreign exchange differences
(8.2)
–
(2.3)
(10.5)
At 31 December 2024
104.0
14.9
28.8
147.7
Net book value at 31 December 2024
156.1
11.9
4.6
172.6
Development costs are amortised based on their estimated useful life, which will not typically exceed five years, when ready for
use. These costs represent expenditure incurred in relation to the Sea suite of products, see pages 44 and 45 for further details
on Sea.
All intangible assets are held in the currency of the businesses acquired and are subject to foreign exchange retranslations to
the closing rate at each year-end.
In 2025 the Group made acquisitions, which are detailed further in this note, resulting in goodwill of £2.0m and £2.4m of other
intangible assets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
10 Investment properties
2025 2024
£m £m
Cost
At 1 January and 31 December
2.1
2.1
Accumulated depreciation
At 1 January
1.1
1.1
Charged during the year*
0.1
–
At 31 December
1.2
1.1
Net book value at 31 December
0.9
1.0
* Depreciation charged each year is less than £0.1m, occasionally this leads to a £0.1m charge in this table.
The fair value of the investment properties at 31 December 2025 was £2.7m (2024: £2.5m). This was based on valuations from
external independent valuers who have the appropriate professional qualifications and recent experience of valuing properties
in the location and of the type being valued.
11 Right-of-use assets
2025
2024
Leasehold Motor Leasehold Motor
properties vehicles Total properties vehicles Total
£m £m £m £m £m £m
Cost
As at 1 January
75.1
2.1
77.2
73.1
1.6
74.7
Additions
28.8
1.0
29.8
6.2
0.5
6.7
Arising on acquisitions
0.1
–
0.1
–
–
–
Disposals
(3.6)
(0.7)
(4.3)
(2.0)
–
(2.0)
Foreign exchange differences
(0.4)
–
(0.4)
(2.2)
–
(2.2)
At 31 December
100.0
2.4
102.4
75.1
2.1
77.2
Accumulated depreciation
As at 1 January
44.1
1.1
45.2
38.3
0.5
38.8
Charged during the year
10.0
0.7
10.7
9.1
0.5
9.6
Disposals
(3.6)
(0.7)
(4.3)
(2.0)
–
(2.0)
Foreign exchange differences
(0.2)
–
(0.2)
(1.3)
0.1
(1.2)
At 31 December
50.3
1.1
51.4
44.1
1.1
45.2
Net book value at 31 December
49.7
1.3
51.0
31.0
1.0
32.0
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Acquisitions – 2024
On 5 February 2024, Gibb Group Limited acquired 100% of the share capital of Trauma & Resuscitation Services Limited.
The initial cash consideration was £2.0m, with a further £0.3m paid during 2024. An additional maximum £3.3m is payable
contingent on the achievement of post-transaction earnings targets and ongoing employment.
On 31 May 2024, Clarkson Port Services Limited entered into an Asset Purchase Agreement with Independent Shipping
Agencies Limited for cash consideration of £0.1m, with a further maximum amount payable of £0.2m contingent on the
achievement of post-transaction earnings targets and ongoing employment.
On 20 September 2024, Gibb Group Limited entered into an Asset Purchase Agreement with Wind Farm Equipment Limited.
The initial consideration was £0.7m.
Further information on these acquisitions, including details of the consideration paid, the fair value of the assets acquired
and the liabilities assumed, can be found on pages 176 and 177 of the 2024 Annual Report.
13 Impairment testing of goodwill
Goodwill is allocated to the Group’s cash-generating units (‘CGUs’) identified according to operating division.
The carrying amount of goodwill acquired through business combinations is as follows:
2025 2024
£m £m
Dry cargo chartering
16.7
16.0
Container chartering
2.1
2.0
Tankers chartering
10.8
9.9
Specialised products chartering
13.3
13.0
Gas chartering
3.0
2.8
Sale and purchase broking
40.9
38.8
Offshore broking
45.4
44.6
Securities
12.4
11.8
Project finance
11.1
10.5
Port and agency services
3.4
3.4
Research services
3.3
3.3
162.4
156.1
The movement in the aggregate carrying value is analysed in more detail in note 12.
Goodwill is allocated to CGUs which are tested for impairment annually. The goodwill arising in each CGU is similar in nature and
thus the testing for impairment uses the same approach.
The recoverable amounts of the CGUs are assessed using a value-in-use model. Value-in-use is calculated as the net present
value of the projected risk-adjusted cash flows of the CGU to which the goodwill is allocated.
The key assumptions used for value-in-use calculations are as follows:
− The pre-tax discount rate for the chartering and broking CGUs is 12.6% (2024: 13.1%); port and agency services is 13.0%
(2024: 13.0%); research services is 13.1% (2024: 13.2%); and for securities and project finance is 14.4% (2024: 13.2%). As all
broking and chartering CGUs have operations that are global in nature and similar risk profiles, the same discount rate has
been used
− These discount rates are based on the Group’s weighted average cost of capital (‘WACC’) and adjusted for CGU-specific risk
factors. The Group’s WACC is a function of the Group’s cost of equity, derived using a Capital Asset Pricing Model. The cost
of equity includes a number of variables to reflect the inherent risk of the business being evaluated
− The cash flow projections are based on financial budgets and strategic plans approved by the Board, extrapolated over a
five-year period. These assume a level of revenue and profits which are based on both past performance and expectations
for future market development and take into account the cyclicality of the business in which the CGU operates. The effect on
cash flows of climate change was considered but assessed to have no material impact at this time. Cash flows beyond the
five-year period are extrapolated in perpetuity using a conservative growth rate of 1.7% (2024: 1.7%) across all CGUs.
The results of the Directors’ review of goodwill indicate headroom for all CGUs.
In light of continuing, global macro-economic and geo-political uncertainty, the Board keeps the carrying value of goodwill
under constant review and continually monitors for any potential indicators of impairment.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Acquisitions – 2025
On 31 March 2025, Clarksons USA Inc. acquired 100% of the share capital of Euro-America Shipping & Trade, Inc. (subsequently
renamed Clarksons EAST LLC), for initial consideration of £2.3m, plus a further £0.1m subsequently paid. Deferred contingent
consideration, with an initial fair value of £2.3m, is payable based on the achievement of revenue and profits targets in the three
years post-acquisition. The initial fair value reflects the discounted value of estimated payments, measured at the time of
acquisition, and reflects management’s estimate of future performance at that time. The maximum payment in respect of
deferred contingent consideration is capped at US$5.0m (£3.7m at period-end rates).
The investment broadens our capabilities and further expands our presence in the US.
The following table summarises the consideration paid, the fair value of the net assets acquired, and the liabilities assumed, for
the acquisition.
Clarksons
EAST LLC
£m
Intangible assets
2.4
Right-of-use assets
0.1
Trade and other receivables
0.2
Cash and cash equivalents
0.1
Total assets
2.8
Lease liability (current)
(0.1)
Total liabilities
(0.1)
Net identifiable assets acquired
2.7
Goodwill
2.0
Total consideration payable in cash
4.7
Intangible assets represent the value of customer relationships acquired.
Clarksons EAST LLC contributed revenues of £1.3m and net profit after tax of £0.2m to the Group for the period 31 March 2025
to 31 December 2025. If the acquisition had occurred on 1 January 2025, consolidated pro-forma revenue and reported profit for
the year ended 31 December 2025 would have been £632.0m and £66.7m respectively.
These amounts have been calculated extrapolating the acquirees’ results without the need for adjustments for differences in
accounting policies, including the additional depreciation and amortisation that would have been charged assuming that the fair
value adjustments to intangible assets had applied from 1 January 2025, together with the consequential tax effects.
This information is not necessarily indicative of the 2025 results of the combined Group had the acquisitions actually been made
at the beginning of the period presented, or indicative of the future consolidated performance given the nature of the business
acquired.
The table below sets out the net cash outflow of the acquisitions:
2025
£m
Outflow of cash to acquire subsidiaries, net of cash acquired
Clarksons EAST LLC cash consideration
2.4
Less: Cash acquired
(0.1)
Net outflow of cash – investing activities
2.3
Transaction costs of £0.2m are included in administrative expenses in the income statement and in operating cash flows in the
cash flow statement.
12 Intangible assets continued
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Included within the movements in the loss allowance were amounts which were provided at the time of invoicing for which no
revenue has been recognised, because collectibility was not considered probable; see note 2. The other components within
trade and other receivables do not include any impaired items.
The carrying amounts of the Group’s trade receivables are denominated in the following currencies:
2025 2024
£m £m
US dollar
139.3
83.8
Sterling
24.1
17.2
Norwegian krone
3.4
2.4
Other currencies
3.8
7.2
170.6
110.6
15 Investments
2025 2024
£m £m
Non-current
Financial assets at fair value through profit or loss
2.0
1.9
2.0
1.9
Current
Cash on deposit
64.8
62.0
Government bonds
5.3
–
Financial assets at fair value through profit or loss
0.3
0.2
70.4
62.2
The non-current financial assets at fair value through profit or loss relate to equity and other investments. The Group held
deposits totalling £64.8m (2024: £62.0m) with maturity periods greater than three months and £5.3m of government bonds
(2024: £nil). Current financial assets at fair value through profit or loss relate to convertible bonds in the Financial segment.
16 Investments in associates and joint ventures
2025 2024
£m £m
Investments in associates and joint ventures
1.9
–
During the year the Group acquired a 50% interest in Green Wheel Recycling Limited, a company based in the Isle of Man.
17 Inventories
2025 2024
£m £m
Finished goods
4.5
4.3
The cost of inventories recognised as an expense and included in cost of sales amounted to £24.8m (2024: £21.3m).
18 Cash and cash equivalents
2025 2024
£m £m
Cash at bank and in hand
218.6
234.5
Short-term deposits
182.5
196.8
401.1
431.3
Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for
varying periods between one day and three months, depending on the immediate cash requirements of the Group, and earn
interest at the respective short-term deposit rates. The fair value of cash and cash equivalents is £401.1m (2024: £431.3m).
Included in cash at bank and in hand is £1.7m (2024: £1.5m) of restricted funds relating to employee taxes, security trading
deposits pending settlement and other commitments.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
14 Trade and other receivables
2025 2024
£m £m
Non-current
Other receivables
0.8
1.0
Foreign currency contracts
2.5
–
3.3
1.0
Current
Trade receivables
170.6
110.6
Other receivables
8.5
7.0
Foreign currency contracts
3.0
1.1
Prepayments
12.0
9.0
Contract assets
7.1
2.8
201.2
130.5
Included in trade receivables are £60.9m (2024: £2.1m) of short-term transaction settlement accounts within the Financial
division, which typically settle T+2 from the trade date. A related payable of £60.9m (2024: £1.9m) is included within trade
payables, see note 19.
Trade receivables are non-interest bearing and are generally on terms payable within 90 days. As at 31 December 2025, the
allowance for impairment of trade receivables was £23.3m (2024: £22.0m). The allowance is based on experience and ongoing
market information about the creditworthiness of specific counterparties and expected credit losses in respect of the remaining
balances.
The Group has unconditional rights to consideration in respect of trade receivables, except for £1.9m (2024: £1.2m) which relates
to amounts invoiced in respect of subscriptions where revenue is recognised over time and the right to payment is conditional
on satisfying this performance obligation. These amounts are deferred as revenue and included within the contract liability
balance. See note 19.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on
shared credit risk characteristics and the days past due. The expected loss rates are based on the payment profiles of invoices
over a period of 36 months before 1 January 2025 and the corresponding historical credit losses experienced within this period.
These are then adjusted, if necessary, to reflect current and forward-looking information, such as the general economic
condition of the market in which the counterparty operates.
The following table shows the exposure to credit risk and expected credit losses of trade receivables as at 31 December:
2025
2024
Gross Gross
Expected loss carrying Loss Expected loss carrying Loss
rate amount allowance rate amount allowance
% £m £m % £m £m
Short-term transaction settlements (see above)
–
60.9
–
–
2.1
–
0 to 3 months
4.4
97.5
4.3
3.9
96.9
3.8
3 to 12 months
25.3
22.1
5.6
26.7
21.0
5.6
Over 12 months
100.0
13.4
13.4
100.0
12.6
12.6
193.9
23.3
132.6
22.0
Movements in the loss allowance for trade receivables were as follows:
2025 2024
£m £m
At 1 January
22.0
21.9
Release of loss allowance
(10.4)
(13.8)
Receivables written off during the year as uncollectible
(2.2)
(0.8)
Increase in loss allowance
15.5
14.4
Foreign exchange differences
(1.6)
0.3
At 31 December
23.3
22.0
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Financial Statements
21 Provisions
2025 2024
£m £m
Current
At 1 January
1.0
0.6
Arising during the year
–
0.6
Utilised during the year
(0.2)
–
Foreign exchange differences
–
(0.2)
At 31 December
0.8
1.0
Non-current
At 1 January
3.6
1.9
Arising during the year
0.4
1.7
Utilised during the year
(0.2)
–
Foreign exchange differences
(0.2)
–
At 31 December
3.6
3.6
Provisions include £2.1m (2024: £2.2m) for various legal matters and for the dilapidation of various leasehold premises which will
be utilised on cessation of the lease and £2.3m (2024: £2.4m) in relation to provisions for employee benefits.
22 Share-based payment plans
2025 2024
£m £m
Expense arising from equity-settled share-based payment transactions
2.4
2.5
The share-based payment plans are described below. There were no cancellations or modifications to any of the plans during
2025 or 2024.
Share options
Long-term incentive awards
Details of the long-term incentive awards are included in the Directors’ Remuneration Report on page 125. Awards made to the
Directors are given in the Directors’ Remuneration Report on page 116. The fair value of awards that are not subject to a market-
based performance condition were valued using a Black–Scholes model. The fair value of awards subject to a market-based
performance condition were valued using a stochastic model. For awards subject to a holding period a Chaffe protective put
method was used to estimate a discount for the lack of marketability. The valuations were performed by a third party provider.
ShareSave scheme
The ShareSave scheme (or local equivalent) enables eligible employees to acquire options to purchase ordinary shares in the
Company at a discount. To participate in the scheme, the employees are required to save a set amount each month, up to a
maximum of £500 (or local equivalent) per month, for a period of 24 to 36 months, depending on their jurisdiction. Under the
terms of the scheme, at the end of the savings period the employees are entitled to purchase shares using their savings at a
price of 15% to 20% (depending on jurisdiction) below the market price just ahead of the invitation date. Employees that remain
in service at the end of the savings period and make the required savings from their monthly salary for the savings period will
become entitled to purchase the shares. Employees who cease their employment, do not save the required amount from their
monthly salary, or elect not to exercise their option to purchase shares will be refunded their full savings. In certain
circumstances, employees who cease their employment may exercise their option to purchase shares. The fair value of these
awards was valued using a Black-Scholes model.
Movements in the year
The following table illustrates the number of, and movements in, share options during the year:
Weighted
average
Outstanding
Outstanding at
Exercisable at contractual
at 1 January Granted Lapsed Exercised
31 December
31 December life
2025 in year in year
in year
2025
2025 Years
Long-term incentive awards
115,989
42,055
(5,004)
(33,544)
119,496
–
8.29
ShareSave scheme
410,665
165,152
(31,650)
(135,170)
408,997
41,524
2.15
526,654
207,207
(36,654)
(168,714)
528,493
41,524
The exercise prices for share options outstanding at the year-end were £nil for the long–term incentive awards, £31.44 for the
2021 ShareSave scheme, £22.51 for the 2022 ShareSave scheme, £21.62 for the 2023 ShareSave scheme, £30.59 to £31.17 for the
2024 ShareSave scheme and £28.23 to £30.82 for the 2025 ShareSave scheme.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
19 Trade and other payables
2025 2024
£m £m
Current
Trade payables
79.0
18.8
Other payables
5.4
7.4
Other tax and social security
7.5
5.1
Deferred consideration
0.4
–
Foreign currency contracts
–
1.8
Bonus accruals
211.1
249.6
Other accruals
36.1
31.2
Contract liabilities
14.5
12.5
354.0
326.4
Non-current
Other payables
3.3
4.7
Deferred consideration
2.7
–
Foreign currency contracts
–
2.1
Contract liabilities
0.3
–
6.3
6.8
Included in trade payables are £60.9m (2024: £1.9m) of liabilities in relation to short-term transaction settlement accounts
within the Financial division, which typically settle T+2 from the trade date. A related receivable of £60.9m (2024: £2.1m) is
included within trade receivables, see note 14.
Trade payables and other payables are non-interest bearing and are normally settled on demand.
20 Lease liabilities
2025 2024
£m £m
Current
Lease liabilities
9.9
10.6
Non-current
Lease liabilities
46.1
27.5
Details of cash outflows are included in the cash flow statement. See note 3 for details of short-term lease expenses and interest
expense on lease liabilities and note 11 for information on right-of-use assets. A maturity analysis of undiscounted lease liability
payments is included within note 27.
Included within lease liabilities are £22.4m (2024: £8.4m) of leases where payments are linked to an index. The liabilities in
relation to these leases are only adjusted as and when the change in rental cash flows takes effect.
172 173Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
23 Employee benefits
The Group operates three final salary defined benefit pension schemes, being the Clarkson PLC scheme, the Plowrights scheme
and the Stewarts scheme, all within the UK. The schemes are all registered as occupational pension schemes with HMRC and are
subject to UK legislation and oversight from the Pensions Regulator. These are funded by the payment of contributions to
separate trusts administered by Trustees who are required to act in the best interests of the schemes’ beneficiaries.
Responsibility for governance of each scheme lies with the respective board of trustees in accordance with the rules applicable
to that scheme. Currently each board of trustees includes a representative of the relevant principal employer. The schemes’
assets are invested in a range of pooled pension investment funds managed by professional fund managers.
Defined benefit pension arrangements give rise to open-ended commitments and liabilities for the sponsoring company.
As a consequence, the Company closed its original defined benefit section of the Clarkson PLC scheme to new entrants on
31 March 2004. This section was closed to further accrual for all existing members as from 31 March 2006. The Plowrights
scheme was closed to further accrual from 1 January 2006. The Stewarts scheme was closed to further accrual on
1 January 2004.
Every three years, a pension scheme must obtain from an actuary a report containing a valuation and a recommendation
on rates of contribution. UK legislation requires that pension schemes are funded prudently and must adhere to the statutory
funding objective.
The 31 March 2025 triennial valuations of the Clarkson PLC scheme and the Plowrights scheme are both underway and are
due to be completed by the statutory deadline of 30 June 2026.
The most recently completed triennial actuarial valuations of these two schemes showed a pension surplus on the prudent
funding measure of £11.5m for the Clarkson PLC scheme and £3.0m for the Plowrights scheme as at 31 March 2022. Given the
strong funding positions of both schemes (105% and 108% respectively), no Company contributions are payable to either
scheme and all expenses of the schemes are met from the surplus assets.
The most recently completed triennial actuarial valuation of the Stewarts scheme showed a pension surplus on the prudent
funding measure of £0.5m (105%) as at 1 September 2024. To further improve the Stewarts scheme’s funding position, Clarksons
Offshore and Renewables Limited paid contributions of £35,000 per month from 1 October 2025 to 31 December 2025, which
included scheme expenses. From 1 January 2026 onwards, Clarksons Offshore and Renewables Limited will pay £120,000 per
annum to the scheme in respect of scheme expenses.
In June 2023, in the case of Virgin Media vs NTL Pension Trustees II Limited, the High Court judged that amendments made
to the Virgin Media scheme were invalid because they were not accompanied by the correct actuarial confirmation. On 25 July
2024, the Court of Appeal upheld the June 2023 High Court decision. In June 2025, the Government announced it would
introduce legislation to allow schemes to obtain retrospective actuarial confirmation to validate historic amendments, the draft
legislation for which was published in September 2025. Further clarification is expected as the Pension Schemes Bill progresses
through Parliament.
The Company and Trustees continue to monitor developments and consider any implications for the schemes. No adjustments
have been made to the consolidated financial statements as at 31 December 2025.
The Group is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility
The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if a scheme’s assets
underperform this yield, this will create a deficit. The largest two schemes have de-risked by replacing their equity holdings
with less volatile investments.
Changes in bond yields
A decrease in corporate bond yields will increase a scheme’s liabilities, although this will be partially offset by an increase
in the value of the schemes’ bond holdings.
Inflation risk
Some of the Group’s pension obligations are linked to inflation. A significant proportion of the schemes’ assets are invested
in fixed interest bonds and inflation-linked bonds, with the latter providing protection against changes in inflation expectations.
As a result, increases in inflation are expected to have a broadly similar impact on the assets and liabilities, to the extent that
inflation-linked liabilities are hedged.
Life expectancy
The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life expectancy
will result in an increase in the schemes’ liabilities.
Other pension arrangements
Overseas pension arrangements have been determined in accordance with local practice and regulations. One such defined
benefit arrangement is in Greece whereby the employer is obligated to pay an indemnity to employees on retirement.
The Group also operates various other defined contribution pension arrangements. Where required, the Group also makes
contributions to these schemes.
The Group incurs no material expenses in the provision of post-retirement benefits other than pensions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
The weighted average exercise prices for each movement in share options are as follows:
Outstanding
Outstanding at
Exercisable at
at 1 January Granted Lapsed Exercised
31 December
31 December
2025 in year in year
in year
2025
2025
£ £ £
£
£ £
Long-term incentive awards
–
–
–
–
–
–
ShareSave scheme
23.73
28.30
24.92
22.92
25.75
22.51
18.50
22.55
21.52
18.36
19.93
22.51
The weighted average share price at the date of exercise was £34.91.
The following table illustrates the number of, and movements in, share options for the previous year:
Weighted
average
Outstanding
Outstanding at
Exercisable at contractual
at 1 January Granted Lapsed Exercised
31 December
31 December life
2024 in year in year
in year
2024
2024 Years
Long-term incentive awards
185,157
33,539
–
(102,707)
115,989
–
8.26
ShareSave scheme
425,129
72,268
(33,537)
(53,195)
410,665
7,029
1.99
610,286
105,807
(33,537)
(155,902)
526,654
7,029
The exercise prices for share options outstanding at the year-end were £nil for the long-term incentive awards, £31.44 for the
2021 ShareSave scheme, £22.51 for the 2022 ShareSave scheme, £21.62 to £23.07 for the 2023 ShareSave scheme and £30.59 to
£31.17 for the 2024 ShareSave scheme.
The weighted average exercise price for each movement in share options are as follows:
Outstanding
Outstanding at
Exercisable at
at 1 January Granted Lapsed Exercised
31 December
31 December
2024 in year in year
in year
2024
2024
£ £ £
£
£ £
Long-term incentive awards
–
–
–
–
–
–
ShareSave scheme
22.39
30.55
23.16
22.64
23.73
31.44
15.59
20.87
23.16
7.72
18.50
31.44
The weighted average share price at the date of exercise was £39.77.
Significant inputs
The inputs into the models used to value options granted in the period fell within the following ranges:
Long-term
incentive awards
ShareSave
2025
2024
2025
2024
Share price at date of grant (£)
32.85
40.35
35.95–36.55
36.35–36.90
Exercise price (£)
–
–
28.23–30.82
30.59–31.17
Expected term (years)
3.00
3.00
2.0–3.3
2.0–3.3
Risk-free interest rate (%)
4.02
4.42
3.8–4.1
3.8–3.9
Expected dividend yield (%)
–
–
3.0–3.1
2.8–2.9
Expected volatility (%)
32.19
29.35
32.0–32.1
27.5–29.9
Expected volatility is calculated using historical data, where available, over the period of time commensurate with the remaining
performance period for long-term incentive awards and the expected award term for the ShareSave scheme, as at the date
of grant.
Other employee incentives
During the year, 72,730 shares (2024: 87,204) at a weighted average price of £35.79 (2024: £39.83) were awarded to employees
for future services and are therefore charged to the income statement over the service period. An expense of £0.5m
(2024: £0.4m) has been recognised in the income statement under administrative expenses in relation to these awards. In
addition, 891,830 shares (2024: 613,124 shares) at a weighted average price of £32.11 (2024: £40.22) were awarded to employees
in settlement of 2024 (2023) cash bonuses.
The fair value of these shares was determined based on the market price at the date of grant.
22 Share-based payment plans continued
174 175Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
Schemes’ assets
2025 2024
%
£m
%
£m
Equities*
–
–
1.3
1.6
Government bonds*
–
–
3.1
3.7
Corporate bonds*
55.7
65.3
51.7
61.7
Investment funds*
29.5
34.6
30.0
35.8
Cash and other assets
14.8
17.3
13.9
16.6
100.0
117.2
100.0
119.4
* The schemes’ assets are invested in pooled investment vehicles which are unquoted. The allocation in the table above considers the underlying assets
of these funds.
Net defined benefit asset
Changes in the fair value of the net defined benefit asset are as follows:
2025
Present value Fair value of Impact of
of obligation plan assets Total asset ceiling Total
£m £m £m £m £m
At 1 January 2025
(105.3)
119.4
14.1
(1.8)
12.3
Expected return on assets
–
6.4
6.4
–
6.4
Interest costs
(5.6)
–
(5.6)
–
(5.6)
Employer contributions
–
0.4
0.4
–
0.4
Administrative expenses
–
(0.9)
(0.9)
–
(0.9)
Benefits paid
7.2
(7.2)
–
–
–
Actuarial gain/(loss)
0.9
(0.9)
–
1.8
1.8
At 31 December 2025
(102.8)
117.2
14.4
–
14.4
2024
Present value Fair value of Impact of
of obligation plan assets Total asset ceiling Total
£m £m £m £m £m
At 1 January 2024
(115.5)
131.3
15.8
(2.4)
13.4
Expected return on assets
–
6.1
6.1
–
6.1
Interest costs
(5.4)
–
(5.4)
(0.1)
(5.5)
Employer contributions
–
0.4
0.4
–
0.4
Administrative expenses
–
(0.8)
(0.8)
–
(0.8)
Benefits paid
7.3
(7.3)
–
–
–
Actuarial gain/(loss)
8.3
(10.3)
(2.0)
0.7
(1.3)
At 31 December 2024
(105.3)
119.4
14.1
(1.8)
12.3
Based on the valuations and funding requirements including expenses, the Group expects to contribute £0.1m to its defined
benefit pension schemes in 2026 (2025: £0.4m).
The principal weighted average valuation assumptions are as follows:
2025 2024
% %
Rate of increase in pensions in payment
3.0
3.2
Price inflation (RPI)
3.0
3.2/3.3
Price inflation (CPI)
2.8
2.9
Discount rate for schemes’ liabilities
5.6
5.6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
23 Employee benefits continued
The following information relates to the sum of the three separate UK schemes.
Recognised in the balance sheet
2025 2024
£m £m
Fair value of schemes’ assets
117.2
119.4
Present value of funded defined benefit obligations
(102.8)
(105.3)
14.4
14.1
Effect of asset ceiling in relation to the Plowrights scheme
–
(1.8)
Net benefit asset recognised in the balance sheet
14.4
12.3
The net benefit asset disclosed above is the combined total of the three UK schemes. The Clarkson PLC scheme has a surplus of
£12.3m (2024: £12.4m), the Plowrights scheme has a recognised surplus of £1.8m (2024: £nil), and the Stewarts scheme has a
surplus of £0.3m (2024: £0.1m deficit). As there is no right of set-off between the schemes, the benefit asset of £14.4m (2024:
£12.4m) is disclosed separately on the balance sheet from the benefit liability of £nil (2024: £0.1m).
Directors do not believe that the surplus on an accounting basis will necessarily result in a surplus on an actuarial funding basis
or that the IAS 19 surplus will result in a direct cash benefit to the Group (aside from the crediting of scheme expenses and the
potential to credit employer defined contribution contributions, as highlighted in this note). However, the Directors are required
to account for the combined surplus of £14.4m as an asset as required by IFRS.
The surplus in the Clarkson PLC scheme is recognised, as there are future economic benefits available in the form of a reduction
in future contributions to the defined contribution section of the scheme and, in the event of wind up, excess surplus is
refundable to the Group (with such a refund subject to tax). There was not considered to be an unconditional right for the
Company to receive such future economic benefits in respect of the Plowrights scheme and therefore the IAS 19 surplus was
restricted and not recognised on the balance sheet. However, following recent discussions with the Trustee’s legal advisors, the
Group now understands that the scheme rules provide for an unconditional right for the Group to derive an economic benefit
from the surplus within the Plowrights and Stewarts schemes which total £2.1m. As at 31 December 2025, the Group is therefore
recognising the unrestricted IAS 19 pension surplus on the balance sheet for all three schemes.
A deferred tax liability on the benefit asset of £3.6m (2024: £3.1m) is shown in note 6.
Recognised in the income statement
2025 2024
£m £m
Recognised in other finance income – pensions:
Expected return on schemes’ assets
6.4
6.1
Interest cost on benefit obligation and asset ceiling
(5.6)
(5.5)
Recognised in administrative expenses:
Schemes’ administrative expenses
(0.9)
(0.8)
Net benefit charge recognised in the income statement
(0.1)
(0.2)
Recognised in the statement of comprehensive income
2025 2024
£m £m
Actual return on schemes’ assets
5.5
(4.2)
Less: expected return on schemes’ assets
(6.4)
(6.1)
Actuarial loss on schemes’ assets
(0.9)
(10.3)
Actuarial gain on defined benefit obligations
0.9
8.3
Actuarial loss recognised in the statement of comprehensive income
–
(2.0)
Tax credit on actuarial loss
–
0.6
Gain on asset ceiling
1.8
0.7
Tax charge on gain on asset ceiling
(0.4)
(0.2)
Net actuarial gain/(loss) on employee benefit obligations
1.4
(0.9)
Cumulative amount of actuarial losses, before tax,
recognised in the statement of comprehensive income (4.7) (4.7)
176 177Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
24 Share capital
Ordinary shares of 25p each, issued and fully paid:
Number of 2025 Number of 2024
shares £m shares £m
At 1 January
30,778,235
7.7
30,725,498
7.7
Additions
134,817
–
52,737
–
At 31 December
30,913,052
7.7
30,778,235
7.7
During the year, the Company issued 134,817 shares (2024: 52,737) in relation to the ShareSave scheme. The difference between
the exercise price, ranging from £21.62 to £31.44 (2024: £19.28 to £31.44), and the nominal value of £0.25 was taken to the share
premium account, see note 25.
Shares held by Employee Benefit Trusts
The trustees have waived their right to dividends on the unallocated shares held in the employee share trust.
25 Other reserves
2025
Employee Capital Currency
Share ESOP benefits redemption Hedging Merger translation
premium reserve reserve reserve reserve reserve reserve Total
£m £m £m £m £m £m £m £m
At 1 January 2025
39.6
(2.8)
3.8
2.0
(2.1)
55.7
(7.2)
89.0
Other comprehensive income/
(loss):
Foreign exchange differences
on retranslation of foreign
operations
–
–
–
–
–
–
(1.7)
(1.7)
Foreign currency hedges
recycled to profit or loss –
net of tax
–
–
–
–
(4.1)
–
–
(4.1)
Foreign currency hedge
revaluations – net of tax
–
–
–
–
10.3
–
–
10.3
Total other comprehensive
income/(loss)
–
–
–
–
6.2
–
(1.7)
4.5
Share issues
3.0
–
–
–
–
–
–
3.0
Employee share schemes:
Share-based payments
expense
–
–
2.4
–
–
–
–
2.4
Transfer to profit and loss
on vesting
–
1.1
(2.1)
–
–
–
–
(1.0)
ESOP shares acquired
–
(33.4)
–
–
–
–
–
(33.4)
Other movements
–
(3.8)
–
–
–
–
–
(3.8)
Equity-settled liabilities
–
31.1
–
–
–
–
–
31.1
Total employee share schemes
–
(5.0)
0.3
–
–
–
–
(4.7)
At 31 December 2025
42.6
(7.8)
4.1
2.0
4.1
55.7
(8.9)
91.8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
The mortality assumptions used to assess the defined benefit obligations at 31 December 2025 and 31 December 2024 are
based on the ‘SAPS’ standard mortality tables, being S3PA for the Clarkson PLC scheme with a scheme-specific adjustment of
90% (2024: 90%), S4PA for the Plowrights scheme with a scheme-specific adjustment of 82% for males and 95% for females
(2024: S3PA 84% for males and 98% for females) and for the Stewarts scheme 100% of S4PA ‘light’ for males and 100% of S4PA
for females (2024: 100% of S3PA ‘light’ for males and 100% of S3PA for females). These tables have been adjusted to allow for
anticipated future improvements in life expectancy using the standard projection model published in June 2025 (2024: model
published in 2024). Examples of the assumed future life expectancy are given in the table below:
Additional years
2025
2024
Post-retirement life expectancy on retirement at age 65:
Employees retiring in the year
– male
22.5–23.3
22.2–22.7
– female
23.9–24.8
23.9–24.7
Employees retiring in 20 years’ time
– male
23.8–24.6
23.5–24.0
– female
25.3–26.2
25.3–26.1
Experience adjustments
2025 2024
£m £m
Experience loss on schemes’ assets
(0.9)
(10.3)
(Loss)/gain on schemes’ liabilities due to changes in demographic assumptions
(1.0)
0.3
Gain on schemes’ liabilities due to changes in financial assumptions
1.6
8.6
Gain/(loss) on schemes’ liabilities due to experience adjustments
0.3
(0.6)
Gain on asset ceiling
1.8
0.7
Actuarial gain/(loss)
1.8
(1.3)
Income tax (charge)/credit on actuarial gain/loss
(0.4)
0.4
Actuarial gain/(loss) – net of tax
1.4
(0.9)
Sensitivities
The table below shows the sensitivity of the defined benefit obligation to changes to the most significant actuarial assumptions.
The impact of changes to each assumption is shown in isolation although, in practice, changes to assumptions may occur at the
same time and can either offset or compound the overall impact on the defined benefit obligation. A change of 0.50% in
discount rate (2024: 0.50%) and 0.25% for price inflation (2024: 0.25%) is deemed appropriate given the movement in
assumptions during the current and previous years. The sensitivities have been calculated using the same methodology as the
main calculations. The weighted average duration of the defined obligation is 11 years.
2025 2024
Change in Change in
defined defined
Change in benefit Change in benefit
assumption obligation assumption obligation
% % % %
Discount rate for scheme liabilities
0.50
(5.1)
0.50
(5.3)
(0.50)
5.6
(0.50)
5.8
Price inflation (RPI)
0.25
2.0
0.25
2.3
(0.25)
(2.0)
(0.25)
(2.2)
An increase of one year in the assumed life expectancy for both males and females would increase the benefit obligation by
3.3% (2024: 3.3%).
23 Employee benefits continued
178 179Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
26 Financial commitments and contingencies
Contingencies
The Group has given no financial commitments to suppliers (2024: none).
The Group has given no guarantees (2024: none).
From time to time, the Group is engaged in litigation in the ordinary course of business. The Group carries professional
indemnity insurance.
There is currently no litigation that is expected to have a material adverse financial impact on the Group’s consolidated results
or net assets.
The Group also maintained throughout the financial year Directors’ and Officers’ liability insurance in respect of its Directors.
27 Financial risk management objectives and policies
The Group’s principal financial liabilities comprise trade and other payables and lease liabilities. The Group’s principal financial
assets are trade receivables, investments, cash and cash equivalents and short-term deposits, which arise directly from its
operations.
The Group has not entered into derivative transactions other than the forward currency contracts explained later in this section.
It is, and was throughout 2025 and 2024, the Group’s policy that no trading in derivatives shall be undertaken for speculative
purposes.
The main risks arising from the Group’s financial instruments are credit risk, liquidity risk and foreign exchange risk. The Board
reviews and agrees policies for managing each of these risks which are summarised below.
Credit risk
The Group seeks to trade only with recognised, creditworthy third parties, except in a limited number of circumstances where a
provision is recognised at the time of invoicing. Credit risk arises when debtors fail to pay their obligations. Receivable balances
are monitored on an ongoing basis and any potential bad debts identified at an early stage. The maximum exposure is the
carrying amounts as disclosed in note 14; based on experience and ongoing market information about the creditworthiness of
counterparties, we reasonably expect to collect all amounts unimpaired. There are no significant concentrations of credit risk
within the Group, due to the large number of clients comprising the Group’s client base.
Trade receivables are written off when there is no reasonable expectation of recovery, such as the commencement of legal
proceedings, financial difficulties of the counterparty, or a significant time period has elapsed since the debt was due.
Impairment losses on trade receivables are presented within administrative expenses. In a limited number of circumstances,
where doubt exists as to the ability to collect payment, a provision is made at the time of invoicing and included within revenue.
Subsequent recoveries of amounts previously written off are credited against the same line item.
Other financial assets are written off when there is no reasonable expectation of recovery, such as the commencement of legal
proceedings, financial difficulties of the counterparty, or a significant time period has elapsed since the debt was due.
With respect to credit risk arising from cash and cash equivalents and deposits held as current investments, these are
considered low risk as the financial institutions used are closely monitored by the Group treasury function to ensure they are
held with creditworthy institutions and to ensure there is no over exposure to any one institution.
For all financial assets held, the Group’s exposure to credit risk arises from default of the counterparty, with a maximum
exposure equal to the carrying amount of these instruments.
Liquidity risk
The Group seeks to ensure that sufficient liquidity exists in the right locations to meet the Group’s financial obligations and
related funding requirements in a timely manner, including dividends and taxes, and provide funds for capital expenditure and
investment opportunities as they arise. Cash and cash equivalent balances are held with the primary objective of capital security
and availability, with a secondary objective of generating returns. Funding requirements are monitored by the Group’s finance
function with cash flow forecasting performed at both an entity and Group level. As a normal part of its operations, the Group
could face liquidity issues if it experienced a sustained reduction in profitability, problems in the collection of debts from clients
or unplanned expenditure.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2024
Employee Capital Currency
Share ESOP benefits redemption Hedging Merger translation
premium reserve reserve reserve reserve reserve reserve Total
£m £m £m £m £m £m £m £m
At 1 January 2024
38.4
(2.8)
4.1
2.0
2.7
55.7
4.8
104.9
Other comprehensive loss:
Foreign exchange differences
on retranslation of foreign
operations
–
–
–
–
–
–
(12.0)
(12.0)
Foreign currency hedges
recycled to profit or loss –
net of tax
–
–
–
–
0.1
–
–
0.1
Foreign currency hedge
revaluations – net of tax
–
–
–
–
(4.9)
–
–
(4.9)
Total other comprehensive loss
–
–
–
–
(4.8)
–
(12.0)
(16.8)
Share issues
1.2
–
–
–
–
–
–
1.2
Employee share schemes:
Share-based payments
expense
–
–
2.5
–
–
–
–
2.5
Transfer to profit and loss
on vesting
–
3.9
(2.8)
–
–
–
–
1.1
ESOP shares acquired
–
(26.4)
–
–
–
–
–
(26.4)
Equity-settled liabilities
–
22.5
–
–
–
–
–
22.5
Total employee share schemes
–
–
(0.3)
–
–
–
–
(0.3)
At 31 December 2024
39.6
(2.8)
3.8
2.0
(2.1)
55.7
(7.2)
89.0
Nature and purpose of other reserves
ESOP reserve
The ESOP reserve in the Group represents 233,643 shares (2024: 68,981 shares) purchased by the Employee Benefit Trusts to
meet obligations under various incentive schemes. The shares are stated at cost. The market value of these shares at
31 December 2025 was £8.9m (2024: £2.7m). At 31 December 2025 none of these shares were under option (2024: none).
During the year the share purchase trusts acquired 975,620 shares at a weighted average price of £34.21 (2024: 649,155 shares
at £40.72); see note 22 for further details of share incentive schemes.
Employee benefits reserve
The employee benefits reserve is used to record the value of equity-settled share-based payments provided to employees.
Details are included in note 22.
Capital redemption reserve
The capital redemption reserve arose on previous share buy-backs by Clarkson PLC.
Hedging reserve
This reserve comprises the effective portion of the fair value of cash flow hedging instruments relating to hedged transactions
that have not yet occurred. Realised hedges are recycled to the statement of comprehensive income. Movements are net of tax.
Further details on hedging are shown in note 27.
Merger reserve
This comprises the premium on the share placing in November 2014 and the shares issued in February 2015 as part of the
acquisition of Clarksons Norway AS (formerly Clarksons Platou AS/RS Platou ASA). No share premium is recorded in the
financial statements, through the operation of the merger relief provisions of the Companies Act 2006.
Currency translation reserve
The currency translation reserve represents the currency translation differences arising from the consolidation of foreign
operations.
25 Other reserves continued
180 181Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
Strengthening/ Effect on
(weakening) profit before Effect on
in rate taxation equity
% £m £m
2025
5.0
5.6
5.4
(5.0)
(5.1)
(4.9)
2024
5.0
2.3
(5.1)
(5.0)
(2.1)
4.6
Derivative financial instruments
It is the Group’s policy to cover or hedge a proportion of its future transactional US dollar revenues in the UK and Norway with
foreign currency contracts. The strategy is to protect the Group against a significant weakening of the US dollar. The Group
considers the hedge to be effective if each forward contract is settled with the bank and the US dollars sold represent
collections from previous months’ invoicing. Should the hedging ratio be greater than one (that is, contracted sales are greater
than US dollar revenues) then the hedge is deemed to be ineffective. Where these are designated and documented as hedging
instruments in the context of IFRS 9 and are demonstrated to be effective, mark-to-market gains and losses are recognised
directly in equity (see note 25). These are transferred to the income statement, within revenue, upon receipt of cash and
conversion to sterling of the underlying item being hedged. All of the contracts settled during the year were effective.
There were no contracts deemed ineffective during the year.
The fair value of foreign currency contracts at 31 December is as follows:
Assets
Liabilities
2025 2024 2025 2024
£m £m £m £m
Foreign currency contracts
5.5
1.1
–
3.9
At 31 December, the Group had the following US$/GBP forward contracts for settlement:
2025
2024
Average rate Average rate
US$m
US$/£
US$m
US$/£
For settlement in 2025
–
–
99.0
1.25
For settlement in 2026
65.0
1.29
60.0
1.28
For settlement in 2027
55.0
1.27
30.0
1.29
At 31 December, the Group had the following US$/NOK forward contracts for settlement:
2025
2024
Average rate Average rate
US$m
NOK/US$
US$m
NOK/US$
For settlement in 2025
–
–
20.7
10.77
For settlement in 2026
20.7
10.60
10.0
10.97
For settlement in 2027
10.0
10.60
5.0
10.90
For settlement in 2028
5.0
10.33
–
–
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to
provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital. Total capital is calculated as equity as shown in the consolidated balance sheet.
The Group manages its capital structure, and makes adjustments to it, in light of changes in economic conditions. To maintain or
adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue
new shares.
No changes were made in the objectives, policies or processes during the years ended 31 December 2025 or 31 December 2024.
These financial statements are prepared on the going concern basis and the Group continues to pay dividends.
A number of the Group’s trading entities are subject to regulation by the Norwegian FSA, the FCA in the UK, the MAS in
Singapore, and the CFTC, the NFA, SEC and FINRA in the US. Regulatory capital at an entity level depends on the jurisdiction
in which it is incorporated. In each case, the approach is to hold an appropriate surplus over the local minimum requirement.
Each regulated entity complied with their regulatory capital requirements throughout the year.
27 Financial risk management objectives and policies continued
Liquidity risk continued
The tables below summarise the maturity profile of the Group’s financial liabilities at 31 December based on contractual
undiscounted payments.
31 December 2025
Less than 3 to 12 1 to 5 5 to 10 Over
3 months months years years 10 years Total
£m £m £m £m £m £m
Trade and other payables
84.4
–
3.3
–
–
87.7
Deferred consideration
0.4
–
2.7
–
–
3.1
Lease liabilities
3.2
9.1
37.6
16.0
2.8
68.7
88.0
9.1
43.6
16.0
2.8
159.5
31 December 2024
Less than 3 to 12 1 to 5 5 to 10 Over
3 months months years years 10 years Total
£m £m £m £m £m £m
Trade and other payables
26.2
–
4.7
–
–
30.9
Gross settled foreign currency contracts:
Outflow
11.5
44.1
83.7
–
–
139.3
Inflow
(11.2)
(42.6)
(81.6)
–
–
(135.4)
Lease liabilities
3.1
9.1
27.5
3.9
–
43.6
29.6
10.6
34.3
3.9
–
78.4
The following table shows the total liabilities arising from financing activities.
2025 2024
Lease Lease
liabilities Total liabilities Total
£m £m £m £m
At 1 January
38.1
38.1
43.2
43.2
Arising on acquisitions
0.1
0.1
–
–
Cash flows – principal
(11.2)
(11.2)
(10.9)
(10.9)
Cash flows – interest
(1.8)
(1.8)
(1.5)
(1.5)
Interest charges
1.8
1.8
1.5
1.5
Other non-cash movements
28.9
28.9
6.9
6.9
Foreign exchange differences
0.1
0.1
(1.1)
(1.1)
At 31 December
56.0
56.0
38.1
38.1
Other non-cash movements include the net impact of additions, modifications and terminations relating to leases during
the year.
Foreign exchange risk
The Group has transactional currency exposures arising from revenues and expenses in currencies other than its functional
currency, which can significantly impact results and cash flows. The Group’s revenue is mainly denominated in US dollars and
the majority of expenses are denominated in local currencies. The Group also has balance sheet exposures, either at the local
entity level where monetary assets and liabilities are held in currencies other than the functional currency, or at a Group level
on the retranslation of non-sterling balances into the Group’s functional currency.
Our aim is to manage this risk by reducing the impact of any fluctuations. The Group hedges currency exposure through
forward sales of US dollar revenues. US dollars are also sold on the spot market to meet local currency expenditure
requirements. Rates of exchange, non–sterling balances and asset exposures by currency are continually assessed.
The Group is most sensitive to changes in the US dollar exchange rates. The sensitivity analysis assumes an instantaneous 5%
change in the US dollar exchange rates from their levels at 31 December 2025, with all other variables held constant.
The following table demonstrates the sensitivity to a reasonably possible change in this rate, with all other variables
held constant, of the Group’s profit before taxation and equity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
182 183Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
Financial liabilities
2025
2024
Hedging Amortised Hedging Amortised
instruments cost Total instruments cost Total
£m £m £m £m £m £m
Trade payables
–
79.0
79.0
–
18.8
18.8
Other payables
–
8.7
8.7
–
12.1
12.1
Foreign currency contracts
–
–
–
3.9
–
3.9
Deferred consideration
–
3.1
3.1
–
–
–
Lease liabilities
–
56.0
56.0
–
38.1
38.1
–
146.8
146.8
3.9
69.0
72.9
The carrying value of current and non-current financial assets and liabilities is deemed to equate to the fair value at
31 December 2025 and 2024.
Net losses on financial assets at fair value through profit or loss amounted to £nil (2024: £0.1m). Gains/(losses) on trade
receivables (measured at amortised cost) are shown in note 14.
29 Related party transactions
As in 2024, the Group did not enter into any related party transactions during the year, except as noted below.
As mentioned in the biographies in the Board of Directors on page 82, Sue Harris is a Non-Executive Director of Schroder & Co.
Limited and Chair of the Audit and Risk Committee of the Wealth Management Division of Schroders plc. Another Schroders
Group company is one of the investment managers of the defined benefit section of the Clarkson PLC pension scheme. In 2020,
Jeff Woyda was appointed to the Board of Trustees of The Clarkson Foundation.
Post employment benefits
See note 23 for details of contributions to the Group’s pension schemes.
Compensation of key management personnel (including Directors)
There were no key management personnel in the Group apart from the Clarkson PLC Directors. Details of their compensation
are set out below.
2025 2024
£m £m
Short-term employee benefits
11.3
15.5
Post-employment benefits
0.1
0.1
Share-based payments
0.1
1.1
11.5
16.7
Full remuneration details are provided in the Directors’ Remuneration Report on pages 106 to 129.
30 Non-controlling interest
The non-controlling interest relates to 10 entities based in Norway, in the Financial segment, and one entity in the US,
in the Support segment.
The subsidiaries that have a non-controlling interest were not material to the Group.
31 Events occurring after the reporting period
In January 2026, Clarkson Shipping Investments Limited, a wholly-owned subsidiary in the Group, acquired 100% of the share
capital of Zuma Labs Limited for cash consideration of £7.5m. A purchase price allocation exercise has not yet been completed;
therefore, it is not currently possible to estimate the impact on the Group’s assets and liabilities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
28 Financial instruments
Fair values
IFRS 13 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
− quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)
− inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is,
as prices) or indirectly (that is, derived from prices) (Level 2)
− inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
The following table presents the Group’s assets and liabilities that are measured at fair value at 31 December.
Level 1
Level 2
Level 3
2025 2024 2025 2024 2025 2024
£m £m £m £m £m £m
Assets
Investments at fair value through
profit or loss (‘FVPL’)
0.3
0.3
2.0
1.8
–
–
Foreign currency contracts
–
–
5.5
1.1
–
–
0.3
0.3
7.5
2.9
–
–
Liabilities
Foreign currency contracts
–
–
–
3.9
–
–
–
–
–
3.9
–
–
FVPL investments are valued based on quoted prices in an active market (Level 1) or based on quoted prices for similar assets
(Level 2). The fair value of the foreign currency contracts are calculated by management based on external valuations received.
These valuations are calculated based on forward exchange rates at the balance sheet date.
Investment properties are not measured at fair value, but the fair value is disclosed in note 10.
The classification of financial assets and financial liabilities at 31 December is as follows:
Financial assets
2025
2024
Fair value
through Fair value
Hedging profit or Amortised Hedging through Amortised
instruments loss cost Total instruments profit or loss cost Total
£m £m £m £m £m £m £m £m
Other receivables
–
–
9.3
9.3
–
–
8.0
8.0
Investments
–
2.3
70.1
72.4
–
2.1
62.0
64.1
Trade receivables
–
–
170.6
170.6
–
–
110.6
110.6
Foreign currency contracts
5.5
–
–
5.5
1.1
–
–
1.1
Cash and cash equivalents
–
–
401.1
401.1
–
–
431.3
431.3
5.5
2.3
651.1
658.9
1.1
2.1
611.9
615.1
184 185Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
Note
2025
£m
2024
£m
Non-current assets
Property, plant and equipment C 6.8 8.6
Investment properties D 0.2 0.2
Right-of-use assets E 9.5 12.1
Investments in subsidiaries F 167.9 163.2
Employee benefits O 14.1 12.4
Deferred tax assets G 0.2 1.5
198.7 198.0
Current assets
Trade and other receivables H 189.1 173.1
Income tax receivable 4.6 6.6
Cash and cash equivalents I 0.9 2.3
194.6 182.0
Current liabilities
Trade and other payables J (24.5) (27.6)
Lease liabilities K (3.5) (3.3)
Provisions L (0.5) (0.6)
(28.5) (31.5)
Net current assets 166.1 150.5
Non-current liabilities
Lease liabilities K (9.1) (12.6)
Provisions L (1.2) (1.1)
(10.3) (13.7)
Net assets 354.5 334.8
Capital and reserves
Share capital P 7.7 7.7
Other reserves Q 96.6 101.1
Retained earnings 250.2 226.0
Total equity 354.5 334.8
The Company’s profit for the year was £5 7 .5m (2024: £98. 1m).
The financial statements on pages 186 to 204 were approved by the Board on 6 March 2026, and signed on its behalf by:
Jeff Woyda
Chief Financial Officer & Chief Operating Officer
Registered number: 1190238
PARENT COMPANY BALANCE SHEET
AS AT 31 DECEMBER
Note
Attributable to equity holders of the Parent Company
Share
capital
£m
Other
reserves
£m
Retained
earnings
£m
Total equity
£m
Balance at 1 January 2025 7.7 101.1 226.0 334.8
Profit for the year – – 57.5 57.5
Other comprehensive income:
Actuarial gain on employee benefit schemes – net of tax O – – 1.3 1.3
Total comprehensive income for the year – – 58.8 58.8
Transactions with owners:
Share issues Q – 3.0 – 3.0
Employee share schemes – (7.5) (1.5) (9.0)
Tax on other employee benefits – – (0.1) (0.1)
Dividends paid B – – (33.0) (33.0)
Total transactions with owners – (4.5) (34.6) (39.1)
Balance at 31 December 2025 7.7 96.6 250.2 354.5
Note
Attributable to equity holders of the Parent Company
Share
capital
£m
Other
reserves
£m
Retained
earnings
£m
Total equity
£m
Balance at 1 January 2024 7.7 100.2 159.8 267.7
Profit for the year – – 98.1 98.1
Other comprehensive expense:
Actuarial loss on employee benefit schemes – net of tax O – – (1.0) (1.0)
Total comprehensive income for the year – – 97.1 97.1
Transactions with owners:
Share issues Q – 1.2 – 1.2
Employee share schemes – (0.3) (0.4) (0.7)
Tax on other employee benefits – – 1.0 1.0
Dividends paid B – – (31.5) (31.5)
Total transactions with owners – 0.9 (30.9) (30.0)
Balance at 31 December 2024 7.7 101.1 226.0 334.8
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER
186 187Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements
A Statement of material accounting policies
The accounting policies applied in the preparation of the Parent Company financial statements are the same as those set out
innote 2 to the consolidated financial statements, except for the following additional policies. The policies have been applied
consistently to all periods. These notes form an integral part of the Parent Company financial statements on pages 186 to 204.
Statement of compliance
The financial statements of Clarkson PLC have been prepared on a going concern basis, see page 147 for the Group’s
assessment, under the historical cost convention, except for those assets and liabilities measured at fair value as required by
IFRS, and in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101) and the Companies
Act 2006 as applicable to companies using FRS 101.
FRS 101 sets out a reduced disclosure framework for a ‘qualifying entity’ as defined in the standard which addresses the financial
reporting requirements and disclosure exemptions in the individual financial statements of qualifying entities that otherwise
apply the recognition, measurement and disclosure requirements of UK-adopted international standards.
As permitted by FRS 101, Clarkson PLC has taken advantage of the disclosure exemptions available under that standard in
relation to business combinations, financial instruments, capital management, presentation of comparative information in
respect of certain assets, presentation of a cash flow statement, standards not yet effective, impairment of assets and related
party transactions. Where required, equivalent disclosures are given in the consolidated financial statements of Clarkson PLC.
The Parent Company’s functional and presentational currency is pounds sterling.
The Parent Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the
Parent Company income statement or statement of comprehensive income. The profit for the Parent Company for the year
was£57.5m (2024: £98.1m).
Changes in accounting policy and disclosures
There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended
31December 2025 thathave a material impact on the Parent Company’s financial statements.
Certain new accounting standards, amendments to accounting standards, and interpretations have been published that are not
mandatory for 31 December 2025 reporting periods and have not been early adopted by the Parent Company. These standards,
amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting
periods and on foreseeable future transactions.
Critical accounting judgements and estimates
Estimates
Assessing the carrying value of investments in subsidiaries
The investments in subsidiaries are assessed annually to determine if there is any indication that the investments might be
impaired. At the reporting date the Group did not identify any indicators of impairment. Determining whether investments in
subsidiaries are impaired requires an estimation of the value-in-use of the subsidiary. Thevalue-in-use calculation requires
estimation of future cash flows expected to arise from the subsidiary, the selection of suitable discount rates and the estimation
of future growth rates. As determining such assumptions is inherently uncertain andsubject to future factors, there is the
potential these may differ in subsequent periods and therefore materially change theconclusions reached.
Accounting policies
Investments in subsidiaries
The Parent Company recognises its investments in subsidiaries at cost less provision for impairment. The Parent Company
assesses at each reporting date whether there is an indication that an investment may be impaired. Ifany such indication exists,
the Parent Company estimates the investment’s recoverable amount. An investment’s recoverable amount is the higher of its fair
value less costs to sell and its value-in-use, and is determined for an individual investment. Where the carrying amount of an
investment exceeds its recoverable amount, the investment is considered impaired and is written down to its recoverable
amount. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the investment.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such an indication exists, the Parent Company makes an estimate of the
recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the estimates used
to determine the investment’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying
amount of the investment is increased to its recoverable amount. That increased amount cannot exceed the carrying amount
that would have been determined, net of depreciation, had no impairment loss been recognised for the investment in
prioryears.
Share-based payment transactions
The fair value of the compensation given to subsidiaries in respect of share-based payments is recognised as a capital
contribution over the vesting period, reduced by any payments received from subsidiaries.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
B Dividends
2025
£m
2024
£m
Declared and paid during the year:
Final dividend for 2024 of 77p per share (2023: 72p per share) 23.1 21.8
Interim dividend for 2025 of 33p per share (2024: 32p per share) 9.9 9.7
Dividends paid 33.0 31.5
Proposed for approval at the AGM (not recognised as a liability at 31 December):
Final dividend for 2025 proposed of 79p per share (2024: 77p per share) 24.4 23.6
C Property, plant and equipment
2025
Freehold
and long
leasehold
properties
£m
Leasehold
improvements
£m
Office
furniture and
equipment
£m
Total
£m
Original cost
At 1 January 2025 1.7 14.4 12.1 28.2
Additions – – 0.3 0.3
Disposals – – (2.0) (2.0)
At 31 December 2025 1.7 14.4 10.4 26.5
Accumulated depreciation
At 1 January 2025 0.6 9.6 9.4 19.6
Charged during the year – 1.0 1.1 2.1
Disposals – – (2.0) (2.0)
At 31 December 2025 0.6 10.6 8.5 19.7
Net book value at 31 December 2025 1.1 3.8 1.9 6.8
2024
Freehold
and long
leasehold
properties
£m
Leasehold
improvements
£m
Office
furniture and
equipment
£m
Total
£m
Original cost
At 1 January 2024 1.7 14.4 10.8 26.9
Additions – – 1.3 1.3
At 31 December 2024 1.7 14.4 12.1 28.2
Accumulated depreciation
At 1 January 2024 0.5 8.6 8.2 17.3
Charged during the year 0.1 1.0 1.2 2.3
At 31 December 2024 0.6 9.6 9.4 19.6
Net book value at 31 December 2024 1.1 4.8 2.7 8.6
188 189Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements
D Investment properties
2025
£m
2024
£m
Cost
At 1 January and 31 December 0.6 0.6
Accumulated depreciation
At 1 January 0.4 0.3
Charged during the year* – 0.1
At 31 December 0.4 0.4
Net book value at 31 December 0.2 0.2
* Depreciation charged each year is less than £0.1m, occasionally this leads to a £0.1m charge in this table.
The fair value of the investment property at 31 December 2025 was £0.7m (2024: £0.7m). This was based on a valuation from
anexternal independent valuer who has the appropriate professional qualification and recent experience of valuing properties
inthe location and of the type being valued.
E Right-of-use assets
Leasehold
properties
2025
£m
Leasehold
properties
2024
£m
Cost
At 1 January and 31 December 26.5 26.5
Accumulated depreciation
At 1 January 14.4 11.9
Charged during the year 2.6 2.5
At 31 December 17.0 14.4
Net book value at 31 December 9.5 12.1
F Investments in subsidiaries
2025
£m
2024
£m
Cost
At 1 January 163.2 167.2
Additions 5.7 –
Capital contributions from subsidiaries (1.0) (4.0)
At 31 December 167.9 163.2
During the year, the Company increased its investment in its wholly-owned subsidiary, Clarksons Futures Limited, through a
share capital injection of £5.7m. The injection was made to strengthen the subsidiary’s capital base and support its operational
and strategic objectives.
Capital contributions from subsidiaries represents the effect of share-based payments which are recognised over the vesting
period, less amounts recharged to the subsidiaries.
The Parent Company has assessed whether there are any indicators of impairment by considering net asset values and forecast
cash flows where applicable. As a result of this assessment, the recoverable amounts exceed the carrying values and therefore
no impairment has been recognised.
G Deferred tax assets
2025
£m
2024
£m
Employee benefits – other employee benefits 3.7 4.5
Other temporary differences 0.3 0.6
Deferred tax assets before offset 4.0 5.1
Offset with deferred tax liabilities (3.8) (3.6)
Deferred tax assets in the balance sheet 0.2 1.5
Deferred tax assets and liabilities are offset and reported net where appropriate. See note M.
Included in the above are deferred tax assets of £0.5m (2024: £1.3m) which are expected to be utilised within one year. Deferred
tax assets are recognised to the extent that the realisation of the related tax benefit through future taxable profits is probable.
All deferred tax movements arise from the origination and reversal of temporary differences.
There were no unrecognised tax losses in the year (2024: none).
H Trade and other receivables
2025
£m
2024
£m
Other receivables 0.6 0.4
Prepayments and accrued income 0.7 0.7
Owed by Group companies 187.8 172.0
189.1 173.1
The Company has no trade receivables (2024: none). All amounts owed by Group companies are payable on demand with no
interest being charged. As at 31 December 2025, the Company calculated the expected credit loss of amounts owed by Group
companies to be immaterial (2024: immaterial). Further details of related party receivables are included in note S.
I Cash and cash equivalents
2025
£m
2024
£m
Cash at bank and in hand 0.9 2.3
Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. The fair value of cash and cash
equivalents is £0.9m (2024: £2.3m).
J Trade and other payables
2025
£m
2024
£m
Other payables 0.2 0.1
Owed to Group companies 7.1 2.2
Bonus accruals 12.3 20.6
Other accruals 4.9 4.7
24.5 27.6
All amounts owed to Group companies are unsecured, interest free, have no fixed date of repayment and are repayable
ondemand. Further details of related party payables are included in note S.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
190 191Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements
K Lease liabilities
2025
£m
2024
£m
Current
Lease liabilities 3.5 3.3
Non-current
Lease liabilities 9.1 12.6
Interest expense on lease liabilities was £0.5m (2024: £0.5m).
L Provisions
2025
£m
2024
£m
Current
At 1 January 0.6 –
Arising during the year – 0.6
Utilised during the year (0.1) –
At 31 December 0.5 0.6
Non-current
At 1 January 1.1 1.1
Arising during the year 0.1 –
At 31 December 1.2 1.1
Provisions have been recognised for various legal matters and for the dilapidation of various leasehold premises which will be
utilised on cessation of the lease. None of the leases contain extension options and rentals are not linked to any index.
M Deferred tax liabilities
2025
£m
2024
£m
Employee benefits – on pension benefit asset 3.5 3.1
Other temporary differences 0.3 0.5
Deferred tax liabilities before offset 3.8 3.6
Offset with deferred tax assets (3.8) (3.6)
Deferred tax liabilities in the balance sheet – –
Deferred tax assets and liabilities are offset and reported net where appropriate, see note G.
None of the deferred tax liabilities are due within one year. All deferred tax movements arise from the origination and reversal of
temporary differences.
N Share-based payment plans
2025
£m
2024
£m
Expense arising from equity-settled, share-based payment transactions 0.1 1.1
For more information on the Parent Company’s share-based payment plans, see note 22 of the consolidated financial
statements.
O Employee benefits
The Company operates two final salary defined benefit pension schemes, being the Clarkson PLC scheme and the Plowrights
scheme, both within the UK. The schemes are both registered as occupational pension schemes with HMRC and are subject to
UK legislation and oversight from the Pensions Regulator. These are funded by the payment of contributions to separate trusts
administered by Trustees who are required to act in the best interests of the schemes’ beneficiaries. Responsibility for
governance of each scheme lies with the respective board of trustees in accordance with the rules applicable to that scheme.
Currently each board of trustees includes a representative of the relevant principal employer. The schemes’ assets are invested
in a range of pooled pension investment funds managed by professional fund managers.
Defined benefit pension arrangements give rise to open-ended commitments and liabilities for the sponsoring company. As a
consequence, the Company closed its original defined benefit section of the Clarkson PLC scheme to new entrants on
31 March2004. This section was closed to further accrual for all existing members as from 31 March 2006. The Plowrights
scheme was closed to further accrual from 1 January 2006.
Every three years, a pension scheme must obtain from an actuary a report containing a valuation and a recommendation on rates of
contribution. UK legislation requires that pension schemes are funded prudently and must adhere to the statutory funding objective.
The 31 March 2025 triennial valuations of the Clarkson PLC scheme and the Plowrights scheme are both underway and are due
to be completed by the statutory deadline of 30 June 2026.
The most recently completed triennial actuarial valuation of these two schemes showed a pension surplus on the prudent
funding measure of £11.5m for the Clarkson PLC scheme and £3.0m for the Plowrights scheme as at 31 March 2022. Given the
strong funding positions of both schemes (105% and 108% respectively), no Company contributions are payable to either
scheme and all expenses of the schemes are met from the surplus assets.
In June 2023, in the case of Virgin Media vs NTL Pension Trustees II Limited, the High Court judged that amendments made to
the Virgin Media scheme were invalid because they were not accompanied by the correct actuarial confirmation. On 25 July
2024, the Court of Appeal upheld the June 2023 High Court decision. In June 2025, the Government announced it would
introduce legislation to allow schemes to obtain retrospective actuarial confirmation to validate historic amendments, the draft
legislation for which was published in September 2025. Further clarification is expected as the Pension Schemes Bill progresses
through Parliament.
The Company and Trustees continue to monitor developments and consider any implications for the schemes. No adjustments
have been made to the consolidated financial statements as at 31 December 2025.
The Company is exposed to a number of risks, the most significant of which are detailed as follows:
Asset volatility
The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if a scheme’s assets
underperform this yield, this will create a deficit. The two schemes have de-risked by replacing their equity holdings with less
volatile investments.
Changes in bond yields
A decrease in corporate bond yields will increase a scheme’s liabilities, although this will be partially offset by an increase in the
value of the schemes’ bond holdings.
Inflation risk
Some of the Company’s pension obligations are linked to inflation. A significant proportion of the schemes’ assets are invested
in fixed interest bonds and inflation-linked bonds, with the latter providing protection against changes in inflation expectations.
As a result, increases in inflation are expected to have a broadly similar impact on the assets and liabilities, to the extent that
inflation-linked liabilities are hedged.
Life expectancy
The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life expectancy will
result in an increase in the schemes’ liabilities.
Other pension arrangements
The Company operates a defined contribution pension scheme. Where required, the Company also makes contributions to this
scheme.
The Company incurs no material expenses in the provision of post-retirement benefits other than pensions.
The following information relates to the sum of the two separate schemes.
Recognised in the balance sheet
2025
£m
2024
£m
Fair value of schemes’ assets 106.9 109.4
Present value of funded defined benefit obligations (92.8) (95.2)
14.1 14.2
Effect of asset ceiling in relation to the Plowrights scheme – (1.8)
Net benefit asset recognised in the balance sheet 14.1 12.4
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
192 193Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
The net benefit asset disclosed above is the combined total of the two schemes. The Clarkson PLC scheme has a surplus
of£12.3m (2024: £12.4m) and the Plowrights scheme has a recognised surplus of £1.8m (2024: £nil).
Directors do not believe that the surplus on an accounting basis will necessarily result in a surplus on an actuarial funding basis
or that the IAS 19 surplus will result in a direct cash benefit to the Group (aside from the crediting of scheme expenses and the
potential to credit employer defined contribution contributions, as highlighted in this note). However, the Directors are required
to account for the combined surplus of £14.4m as an asset as required by IFRS.
The surplus in the Clarkson PLC scheme is recognised, as there are future economic benefits available in the form of a reduction
in future contributions to the defined contribution section of the scheme and, in the event of wind up, excess surplus is
refundable to the Company (with such a refund subject to tax). There was not considered to be an unconditional right for the
Company to receive such future economic benefits in respect of the Plowrights scheme and therefore the IAS 19 surplus was
restricted and not recognised on the balance sheet. However, following recent discussions with the Trustee’s legal advisors, the
Company now understands that the scheme rules provide for an unconditional right for the Company to derive an economic
benefit from the surplus within the Plowrights scheme of £1.8m. As at 31 December 2025, the Company is therefore recognising
the unrestricted IAS 19 pension surplus on the balance sheet for both schemes.
A deferred tax liability on the benefit asset of £3.5m (2024: £3.1m) is shown in note M.
Recognised in the income statement
2025
£m
2024
£m
Recognised in other finance income – pensions:
Expected return on schemes’ assets 5.9 5.6
Interest cost on benefit obligation and asset ceiling (5.1) (5.0)
Recognised in administrative expenses:
Schemes’ administrative expenses (0.8) (0.7)
Net benefit charge recognised in the income statement – (0.1)
Recognised in the statement of comprehensive income
2025
£m
2024
£m
Actual return on schemes’ assets 5.0 (3.8)
Less: expected return on schemes’ assets (5.9) (5.6)
Actuarial loss on schemes’ assets (0.9) (9.4)
Actuarial gain on defined benefit obligations 0.8 7.4
Actuarial loss recognised in the statement of comprehensive income (0.1) (2.0)
Tax credit on actuarial loss – 0.5
Gain on asset ceiling 1.8 0.7
Tax charge on gain on asset ceiling (0.4) (0.2)
Net actuarial gain/(loss) on employee benefit obligations 1.3 (1.0)
Cumulative amount of actuarial losses, before tax, recognised
in the statement of comprehensive income (6.8) (6.7)
Schemes’ assets
%
2025
£m %
2024
£m
Corporate bonds* 53.9 57.6 53.7 58.8
Investment funds* 29.9 32.0 31.3 34.2
Cash and other assets 16.2 17.3 15.0 16.4
100.0 106.9 100.0 109.4
* The schemes’ assets are invested in pooled investment vehicles which are unquoted. The allocation in the table above considers the underlying assets
ofthese funds.
O Employee benefits continued Net defined benefit asset
Changes in the fair value of the net defined benefit asset are as follows:
2025
Present value
of obligation
£m
Fair value of
plan assets
£m
Total
£m
Impact of
asset ceiling
£m
Total
£m
At 1 January 2025 (95.2) 109.4 14.2 (1.8) 12.4
Expected return on assets – 5.9 5.9 – 5.9
Interest costs (5.1) – (5.1) – (5.1)
Administrative expenses – (0.8) (0.8) – (0.8)
Benefits paid 6.7 (6.7) – – –
Actuarial gain/(loss) 0.8 (0.9) (0.1) 1.8 1.7
At 31 December 2025 (92.8) 106.9 14.1 – 14.1
2024
Present value
of obligation
£m
Fair value of
plan assets
£m
Total
£m
Impact of
asset ceiling
£m
Total
£m
At 1 January 2024 (104.4) 120.6 16.2 (2.4) 13.8
Expected return on assets – 5.6 5.6 – 5.6
Interest costs (4.9) – (4.9) (0.1) (5.0)
Administrative expenses – (0.7) (0.7) – (0.7)
Benefits paid 6.7 (6.7) – – –
Actuarial gain/(loss) 7.4 (9.4) (2.0) 0.7 (1.3)
At 31 December 2024 (95.2) 109.4 14.2 (1.8) 12.4
Based on the valuations and funding requirements including expenses, the Company does not expect to contribute to its
defined benefit pension schemes in 2026 (2025: £nil).
The principal weighted average valuation assumptions are as follows:
2025
%
2024
%
Rate of increase in pensions in payment 2.8 3.0
Price inflation (RPI) 3.0 3.2/3.3
Price inflation (CPI) 2.8 2.9
Discount rate for schemes’ liabilities 5.6 5.6
The mortality assumptions used to assess the defined benefit obligations at 31 December 2025 and 31 December 2024 are
based on the ‘SAPS’ standard mortality tables, being S3PA for the Clarkson PLC scheme with a scheme-specific adjustment
of90% (2024: 90%) and S4PA for the Plowrights scheme with a scheme-specific adjustment of 82% for males and 95% for
females (2024: S3PA 84% for males and 98% for females). These tables have been adjusted to allow for anticipated future
improvements in life expectancy using the standard projection model published in June 2025 (2024: model published in 2024).
Examples of the assumed future life expectancy are given in the table below:
Additional years
2025 2024
Post-retirement life expectancy on retirement at age 65:
Employees retiring in the year – male 22.5–23.3 22.2–22.7
– female 24.4–24.8 24.1–24.7
Employees retiring in 20 years’ time – male 23.8–24.6 23.5–24.0
– female 25.9–26.2 25.5–26.1
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
194 195Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
Experience adjustments
2025
£m
2024
£m
Experience loss on schemes’ assets (1.0) (9.4)
(Loss)/gain on schemes’ liabilities due to changes in demographic assumptions (1.0) 0.2
Gain on schemes’ liabilities due to changes in financial assumptions 1.6 7.8
Gain/(loss) on schemes’ liabilities due to experience adjustments 0.3 (0.6)
Gain on asset ceiling 1.8 0.7
Actuarial gain/(loss) 1.7 (1.3)
Income tax (charge)/credit on actuarial gain/loss (0.4) 0.3
Actuarial gain/(loss) – net of tax 1.3 (1.0)
Sensitivities
The table below shows the sensitivity of the defined benefit obligation to changes to the most significant actuarial assumptions.
The impact of changes to each assumption is shown in isolation although, in practice, changes to assumptions may occur at the
same time and can either offset or compound the overall impact on the defined benefit obligation. A change of 0.50% in
discount rate (2024: 0.50%) and 0.25% for price inflation (2024: 0.25%) is deemed appropriate given the movement in
assumptions during the current and previous years. The sensitivities have been calculated using the same methodology as the
main calculations. Theweighted average duration of the defined obligation is 11 years.
2025 2024
Change in
assumption
%
Change in
defined
benefit
obligation
%
Change in
assumption
%
Change in
defined
benefit
obligation
%
Discount rate for scheme liabilities 0.50 (5.1) 0.50 (5.3)
(0.50) 5.6 (0.50) 5.8
Price inflation (RPI) 0.25 2.2 0.25 2.5
(0.25) (2.2) (0.25) (2.4)
An increase of one year in the assumed life expectancy for both males and females would increase the benefit obligation by
3.3% (2024: 3.3%).
P Share capital
Ordinary shares of 25p each, issued and fully paid:
Number of
shares
2025
£m
Number of
shares
2024
£m
At 1 January 30,778,235 7.7 30,725,498 7.7
Additions 134,817 – 52,737 –
At 31 December 30,913,052 7.7 30,778,235 7.7
During the year, the Company issued 134,817 shares (2024: 52,737) in relation to the ShareSave scheme. The difference between
the exercise price, ranging from £21.62 to £31.44 (2024: £19.28 to £31.44), and the nominal value of £0.25 was taken to the share
premium account, see note Q.
Q Other reserves
2025
Share
premium
£m
ESOP
reserve
£m
Employee
benefits
reserve
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Total
£m
At 1 January 2025 39.6 – 3.8 2.0 55.7 101.1
Share issues 3.0 – – – – 3.0
Employee share schemes:
Share-based payments expense – – 2.4 – – 2.4
Transfer to profit and loss on vesting – 1.1 (2.1) – – (1.0)
Net ESOP shares acquired – (8.9) – – – (8.9)
Total employee share schemes – (7.8) 0.3 – – (7.5)
At 31 December 2025 42.6 (7.8) 4.1 2.0 55.7 96.6
2024
Share
premium
£m
Employee
benefits
reserve
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Total
£m
At 1 January 2024 38.4 4.1 2.0 55.7 100.2
Share issues 1.2 – – – 1.2
Employee share schemes:
Share-based payments expense – 2.5 – – 2.5
Transfer to profit and loss on vesting – (2.8) – – (2.8)
Total employee share schemes – (0.3) – – (0.3)
At 31 December 2024 39.6 3.8 2.0 55.7 101.1
Nature and purpose of other reserves
ESOP reserve
The ESOP reserve in the Parent Company represents shares purchased by the Employee Benefit Trusts to meet obligations
under various incentive schemes. The shares are stated at cost. See note 25 for further details.
Employee benefits reserve
The employee benefits reserve is used to record the value of equity-settled share-based payments provided to employees.
Capital redemption reserve
The capital redemption reserve arose on previous share buy-backs by the Company.
Merger reserve
This comprises the premium on the share placing in November 2014 and the shares issued in February 2015 as part of the
acquisition of Clarksons Norway AS (formerly Clarksons Platou AS/RS Platou ASA). No share premium is recorded in the
financial statements, through the operation of the merger relief provisions of the Companies Act 2006.
R Financial commitments and contingencies
Contingencies
The Company has given no financial commitments to suppliers (2024: none).
The Company has given no guarantees (2024: none).
From time to time the Company may be engaged in litigation in the ordinary course of business. The Company carries
professional indemnity insurance. Thereare currently no liabilities expected to have a material adverse financial impact on the
Company’s results or net assets.
The Company maintained throughout the year Directors’ and Officers’ liability insurance in respect of itself and itsDirectors.
S Related party transactions
During the year, the Company entered into transactions, in the ordinary course of business, with related parties.
As mentioned in the biographies in the Board of Directors on page 82, Sue Harris is a Non-Executive Director of Schroder & Co.
Limited and Chair of the Audit and Risk Committee of the Wealth Management Division of Schroders plc. Another Schroders
Group company is one of the investment managers of the defined benefit section of the Clarkson PLC pension scheme. In 2020,
Jeff Woyda was appointed to the Board of Trustees of The Clarkson Foundation.
Details of the Clarkson PLC Directors’ compensation are set out in note 29 to the consolidated financial statements.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
O Employee benefits continued
196 197Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
T Group undertakings
The Parent Company had the following subsidiaries and joint ventures at 31 December 2025. Unless otherwise stated, all shares
in subsidiary companies and joint ventures are ordinary share capital.
Subsidiaries held
Company by Country and Registered Office Address
Proportion of
shares held directly
by the Parent
Company
(%)
Proportion of
shares held by
theGroup or its
nominees
(%) Principal activity
AUSTRALIA
Level 9, 16 St Georges Terrace, Perth WA 6000, Australia
Clarkson Australia Holdings Pty Ltd 100 Holding company
Clarksons Australia Pty Limited 100 Shipbroking
BRAZIL
Rua Primeiro de Março, nº 45 - sala 1901, Centro, Rio de Janeiro,
20010–000, Brazil
Clarksons Brasil Ltda. 100 Shipbroking
CANADA
44 Chipman Hill, Suite 1000, Saint John NB E2L 2A9, Canada
Clarksons Securities Canada Inc. 100 Investment banking,
trading in financial
instruments and
financialservices
CHINA
Room 111 Building 3 No.170, Huo Shan Road, Hongkou District, Shanghai,
200082, China
Clarksons Shipbroking (Shanghai) Co., Limited 100 Shipbroking
Room 202, No.6262, Aozhou Rd, Tianjin Pilot Free Trade Zone, (Dongjiang
Comprehensive Free Trade Zone),
(No.10722, DongjiangBusiness Secretary Free Trade Zone),
Tian Jin Shi, 300456, China
Clarksons Shipping Services (Tianjin) Co., Ltd 100 Dormant
3209–14, Sun Hung Kai Centre, 30 Harbour Road,
Wanchai, HongKong
Clarksons Hong Kong Limited
1
100 Shipbroking
DENMARK
Philip Heymans Alle 29, 2., 2900, Hellerup, Denmark
Clarksons Denmark ApS 100 Shipbroking
EGYPT
City Stars, Capital F2, G03, Nasr City, Cairo, Egypt
Clarkson Shipping Agency S.A.E. 100 Shipping and maritime
agency services
GERMANY
Johannisbollwerk 20, 5. Fl, 20459, Hamburg, Germany
Clarksons Deutschland GmbH 100 Shipbroking
1 Has a branch in Shanghai.
Company by Country and Registered Office Address
Proportion of
shares held directly
by the Parent
Company
(%)
Proportion of
shares held by
theGroup or its
nominees
(%) Principal activity
INDIA
10th Floor, Unit-02, Emaar Capital Tower 2, Mehrauli Gurugram Road,
Sector 26, Gurgaon, HR, 122002, India
Clarkson Shipping Services India Private Limited 100 Shipbroking
ITALY
Via San Vincenzo 2, 16145, Genova, Italy
Clarksons Platou (Italia) Srl in liquidazione 100 Non-trading
JAPAN
Otemachi Financial City South Tower, 15th Floor,
1-9-7 Otemachi, Chiyoda-ku, Tokyo, 100-0004, Japan
Clarksons Japan K.K. 100 Shipbroking
REPUBLIC OF KOREA
PaiChai Jeongdong Building A / L Floor, 19 Seosomun-ro 11-gil, Jung-gu,
Seoul (Jeong-dong), 04516, Republic of Korea
Clarksons Korea Limited 100 Shipbroking
MARSHALL ISLANDS
Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, MH 96960, Marshall Islands
Clarkson Hellas Ltd.
2
100 Shipbroking
MOROCCO
8, Rue Ali Abderrazzak, 3è étage, Casablanca, 20000, Morocco
Clarkson Morocco S.A.R.L. 100 Non-trading
NETHERLANDS
Scheepmakersweg 5, 1786PD, Den Helder, Netherlands
Clarkson Port Services B.V. 100 Ship agency, port services
and cargo handling
Gibb Group (Netherlands) B.V. 100 Supply of MRO, PPE
andsafety equipment
Westerlaan 11, 3016 CK, Rotterdam, Netherlands
Clarkson Port Services Holdings B.V. 100 Holding company
Clarksons Netherlands B.V. 100 Shipbroking
NEW ZEALAND
Suite 3, 53 Spring Street, Tauranga, Bay of Plenty Region, 3110, New Zealand
Clarksons New Zealand Limited 100 Shipbroking
2 Has a branch in Greece.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
198 199Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
Company by Country and Registered Office Address
Proportion of
shares held directly
by the Parent
Company
(%)
Proportion of
shares held by
theGroup or its
nominees
(%) Principal activity
NORWAY
Munkedamsveien 62C, 0270 Oslo, Norway
Clarksons Business Management AS 100 Shipping and offshore
project syndication
Clarksons Norway AS 100 Shipbroking
Clarksons Project Development AS 50.50
3
Real estate project
management
Clarksons Project Finance AS 50.10
4
Shipping and offshore
project syndication
Clarksons Project Finance Shipping AS 100 Shipping and offshore
project syndication
Clarksons Property Management AS 40.38 Property-related services
Clarksons Real Estate Investment Management AS 50.01
5
Real estate investment
activities
Clarksons Securities AS 100 Investment banking,
trading in financial
instruments and financial
services
Manfin Consult AS 50.10 Shipping and offshore
project syndication
Norwegian Marine Services AS 100 Shipping and offshore
project syndication
RS Platou AS 100 Dormant
RS Platou Economic Research AS 100 Dormant
RS Platou Offshore AS 100 Dormant
RS Platou Shipbrokers AS 100 Dormant
VAXA Holding AS 43.44⁶ Investment activities
Philip Pedersens vei 20, Lysaker, 1366, Norway
VAXA Drift AS 21.76
6
Property investment and
related activities
VAXA Group AS 21.76
6
Holding company
VAXA Økonomi AS 21.76
6
Accounting and financial
advisory services
VAXA Property AS 21.76
6
Property management
services
POLAND
Floor 6, Bałtyk, 22 Roosevelta, 60-829, Poznań, Poland
Sea by Maritech Poland Spółka Z.O.O. 100 Digital products and
services for the shipping
industry
3 A Ordinary shares, holding all of the voting rights.
4 Preference shares, holding 50.1% of the voting rights.
5 A Ordinary shares, holding all of the voting rights.
6 Although the holding represents <50%, the Parent Company controls the entity with controlling interests in subsidiary companies.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
T Group undertakings continued
Company by Country and Registered Office Address
Proportion of
shares held directly
by the Parent
Company
(%)
Proportion of
shares held by
theGroup or its
nominees
(%) Principal activity
SINGAPORE
1 Harbourfront Avenue, #14–07, Keppel Bay Tower, 098632, Singapore
Clarksons Singapore Pte. Limited 100 Shipbroking
8 Cross Street #21–05, Manulife Tower, Singapore, 048424, Singapore
Sea by Maritech Singapore Pte. Ltd. 100 Marketing, sales and
support of online contract
management platform
SOUTH AFRICA
23 Halifax Street, Bryanston, Johannesburg, 2191, South Africa
Afromar Properties (Pty) Limited
7
100 Non-trading
Clarksons South Africa (Pty) Ltd 100 Shipbroking
SPAIN
Paseo del Pintor Rosales, 38, 28008, Madrid, Spain
Clarksons Martankers, S.L.U. 100 Shipbroking
SWEDEN
Dragarbrunnsgatan 55, 753 20, Uppsala, Sweden
Clarksons Sweden AB 100 Shipbroking
Vasagatan 28, 111 20, Stockholm, Sweden
Sea by Maritech Sweden AB 100 Sale and support of digital
products and services for
the shippingindustry
SWITZERLAND
Rue du Prince 9, 1204, Genève, Switzerland
Clarksons Switzerland SA
8
100 Shipbroking
Ocean Exchange SA 100 Provision of non-regulated
financial and fiduciary
services
TAIWAN
2F, No. 526, Dachang Street, Nantun District,
Taichung City, 408, Taiwan (Province of China)
Gibb Group Co Ltd 100 Supply of MRO, PPE
andsafety equipment
UNITED ARAB EMIRATES
Unit No: B3–14–01 A, Gold Tower (AU), Plot No: JLT-PH1-I3A,
Jumeirah Lakes Towers, Dubai, United Arab Emirates
Clarksons FZCO 100 Shipbroking
7 In the process of dissolution.
8 Has a branch in Italy.
200 201
Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
Contents
Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
Company by Country and Registered Office Address
Proportion of
shares held directly
by the Parent
Company
(%)
Proportion of
shares held by
theGroup or its
nominees
(%) Principal activity
UNITED KINGDOM
Commodity Quay, St Katharine Docks, London, E1W 1BF, UnitedKingdom
Calypso Shipping Investments Limited 100 Dormant
Clarkson Capital Limited 100 Holding company
Clarkson Dry Cargo Limited 100 Dormant
Clarkson Holdings Limited 100 Holding company
Clarkson IQ Limited 100 Dormant
Clarkson Overseas Shipbroking Limited 100 Holding company
Clarkson Port Services Limited 100 Ship agency and port
services
Clarkson Property Holdings Limited 100 Non-trading
Clarkson Research Holdings Limited 100 Holding company
Clarkson Research Services Limited 100 Shipping data and
intelligence insights
Clarkson Sale and Purchase Limited 100 Dormant
Clarkson Shipbrokers Limited 100 Dormant
Clarkson Shipbroking Group Limited 100 Holding company
Clarkson Shipping Investments Limited 100 Holding company
Clarkson Tankers Limited 100 Dormant
Clarkson Valuations Limited 100 Valuation services to
shipping and offshore
sectors
Clarksons Offshore and Renewables Limited 100 Shipbroking
Clarksons Futures Limited
9
100 Brokerage of shipping-
related derivative financial
instruments
Clarksons Property UK Limited 100 Property holding company
Clarksons Structured Asset Finance Limited 100 Advisory services related
to finance structuring for
shipping-related projects
Coastal Shipping Limited 100 Dormant
Genchem Holdings Limited 100 Holding company
9 Has branches in Singapore, Switzerland and the United Arab Emirates.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
T Group undertakings continued
Company by Country and Registered Office Address
Proportion of
shares held directly
by the Parent
Company
(%)
Proportion of
shares held by
theGroup or its
nominees
(%) Principal activity
H. Clarkson & Company Limited 100 Shipbroking
Halcyon Shipping Limited 100 Dormant
J.O. Plowright & Co. (Holdings) Limited 100 Dormant
LevelSeas Limited 100 Dormant
LNG Shipping Solutions Limited 100 Shipbroking
Marinet (Ship Agencies) Limited 100 Dormant
Maritech Development Limited 100 Development of digital
products for the shipping
industry
Maritech Holdings Limited 100 Holding company
Maritech Limited 100 Digital products and
services for the shipping
industry
Maritech Services Limited 100 Sale of digital products
and services to the
shipping industry
Recap Manager Limited 100 Sale of digital products
and services to the tanker
shipping industry
Seafix Limited 100 Sale of digital products
and services to the
shipping industry
Shipvalue.net Limited 100 Dormant
Small & Co. (Shipping) Limited 100 Dormant
Trauma & Resuscitation Services Limited 100 Medical and rescue
solutions
Tern Place, Denmore Road, Bridge of Don, Aberdeen,
Scotland, AB23 8JX, United Kingdom
Enship Limited 100 Dormant
Gibb Group Ltd 100 Supply of MRO, PPE
andsafety equipment
27–45 Lincoln Building Ground Floor, Great Victoria Street,
Belfast, Northern Ireland, BT2 7SL, United Kingdom
Michael F. Ewings (Shipping) Limited 100 Dormant
Waterfront Services Limited 100 Dormant
202 203Clarkson PLC – 2025 Annual Report Clarkson PLC – 2025 Annual Report
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Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
Company by Country and Registered Office Address
Proportion of
shares held directly
by the Parent
Company
(%)
Proportion of
shares held by
theGroup or its
nominees
(%) Principal activity
UNITED STATES
251 Little Falls Drive, Wilmington, New Castle County DE 19808, United States
Clarksons EAST LLC 100
10
Shipbroking
Clarksons USA Inc. 100 Holding company
Gibb Group Medical and Rescue, Inc. 100 Medical and rescue
solutions
Universal Registered Agents, Inc., 300 Creek View Road,
Suite 209, Newark 19711, United States
Clarkson Port Services Holdings LLC 100
10
Dormant
Gibb Group LLC 60
10
Supply of MRO, PPE
andsafety equipment
104 West 40th Street, 12th Floor, New York NY, 10018, United States
Clarksons Securities Inc. 100 Investment banking,
trading in financial
instruments and
financialservices
1333 West Loop South, Suite 1100, Houston TX 77027, United States
Clarkson Shipping Services Acquisition (USA), LLC 100 Dormant
211 East 7th Street, Suite 620, Austin TX 78701, United States
Clarksons Shipping Services USA, LLC 100 Shipbroking
Joint ventures held
ISLE OF MAN
Upper Floor, The Old School House, Ballafletcher, Road, Tromode, Douglas,
IM44QH, Isle of Man
Green Wheel Recycling Limited 50 Holding company
10 Membership interest.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
T Group undertakings continued
ALTERNATIVE PERFORMANCE MEASURES
The Directors believe that alternative performance measures can provide users of the financial statements with a better
understanding of the Group’s underlying financial performance, if used properly. Directors’ judgement is required as to what
items qualify for this classification.
Adjusting items
The Group excludes adjusting items from its underlying earnings metrics with the aim of removing the impact of one-offs
which may distort period-on-period comparisons.
The term ‘underlying’ excludes the impact of acquisition-related costs, which are shown separately on the face of the income
statement. Management separates these items due to their nature and size and believes this provides further useful information,
in addition to statutory measures, to assist readers of the Annual Report to understand the results for the year.
Underlying profit before taxation
Reconciliation of reported profit before taxation to underlying profit before taxation for the year.
2025
£m
2024
£m
Reported profit before taxation 86.7 112.1
Add back acquisition-related costs 3.9 3.2
Underlying profit before taxation 90.6 115.3
Underlying effective tax rate
Reconciliation of reported effective tax rate to underlying effective tax rate.
2025
%
2024
%
Reported effective tax rate 23.1 23.0
Adjustment relating to acquisition-related costs (0.7) (0.5)
Underlying effective tax rate 22.4 22.5
Underlying profit for the year attributable to equity holders of the Parent Company
Reconciliation of reported profit attributable to equity holders of the Parent Company to underlying profit attributable to equity
holders of the Parent Company.
2025
£m
2024
£m
Reported profit attributable to equity holders of the Parent Company 65.7 84.9
Add back acquisition-related costs 3.7 3.0
Underlying profit attributable to equity holders of the Parent Company 69.4 87.9
Underlying basic earnings per share
Reconciliation of reported basic earnings per share to underlying basic earnings per share.
2025
Pence
2024
Pence
Reported basic earnings per share 214.0 277.1
Add back acquisition-related costs 11.8 9.8
Underlying basic earnings per share 225.8 286.9
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Financial Statements Other InformationStrategic Report Corporate Governance
Financial Statements
Underlying administrative expenses
Reconciliation of reported administrative expenses to underlying administrative expenses for the year.
2025
£m
2024
£m
Reported administrative expenses 518.0 529.2
Less acquisition-related costs (3.7) (3.2)
Underlying administrative expenses 514.3 526.0
Operational metrics
The Group monitors its cash and liquidity position by adjusting gross balances to reflect the payment of obligations to staff
and restricted monies held by regulated entities.
Net cash and available funds
The Board uses net cash and available funds as a better representation of the net cash available to the business, since bonuses
are typically paid after the year-end, hence an element of the year-end cash balance is earmarked for this purpose. It should be
noted that accrued bonuses include amounts relating to the current year and amounts held back from previous years which will
be payable in the future.
Reconciliation of reported cash and cash equivalents to net cash and available funds reported.
2025
£m
2024
£m
Cash and cash equivalents as reported 401.1 431.3
Add cash on deposit and government bonds included within current investments 70.1 62.0
Less amounts reserved for bonuses included within current trade and other payables (211.1) (249.6)
Net cash and available funds 260.1 243.7
Free cash resources
Free cash resources is a further measure used by the Board in taking decisions over capital allocation. It deducts monies held
by regulated entities from the net cash and available funds figure.
Reconciliation of reported cash and cash equivalents to reported free cash resources.
2025
£m
2024
£m
Cash and cash equivalents as reported 401.1 431.3
Add cash on deposit and government bonds included within current investments 70.1 62.0
Less amounts reserved for bonuses included within current trade and other payables (211.1) (249.6)
Less net cash and available funds held in regulated entities (28.1) (27.4)
Free cash resources 232.0 216.3
ALTERNATIVE PERFORMANCE MEASURES CONTINUED GLOSSARY
Aframax
A tanker size range defined by
Clarksons as between 85,000-
124,999dwt.
AI
Artificial Intelligence.
AIS
Automatic Identification System.
Asystem used in the maritime
industry to identify, locate and track
vessels.
API
Application Programming Interface.
Adata delivery mechanism.
Board
The Board of Directors of Clarkson
PLC.
Bulk cargo
Unpackaged cargoes such as coal,
oreand grain.
Bunkers
A ship’s fuel.
Capesize (cape)
Bulk ship size range defined by
Clarksons as 100,000 dwt or larger.
Capex
Capital expenditure.
Cbm
Cubic metres. Used as a
measurement of cargo capacity for
ships such as gascarriers.
CEO
Chief Executive Officer, Andi Case.
CFO & COO
Chief Financial Officer & Chief
Operating Officer, Jeff Woyda.
Cgt
Compensated gross tonnage.
This unit of measurement was
developed for measuring the level of
shipbuilding output and is calculated
by applying aconversion factor,
which reflects the amount of work
required to build a ship, to a vessel’s
gross registered tonnage.
CII
Carbon Intensity Indicator. An IMO
vessel operational efficiency measure
which came into force from 2023.
Chair
Laurence Hollingworth.
Charterer
Cargo owner or another person/
company that hires a ship.
Charter party
Transport contract between
shipowner and shipper of goods.
CGU
Cash-Generating Unit. An accounting
concept used by the International
Financial Reporting Standards to
determine asset impairment.
Clean products
Oil products derived from refining
crude oil, including gasoline, naphtha,
kerosene and diesel. Excludes
‘heavier’ oil products such as fuel
oil which are categorised as ‘dirty
products’.
CoA
Contract of Affreightment. A freight
agreement between a ship owner/
operator and a cargo interest/
charterer to move a defined amount
of cargo on pre-defined routes over a
period of time, for a pre-agreed rate.
Code
The UK Corporate Governance Code
(January 2024).
Company
Clarkson PLC as a standalone entity,
registered in England and Wales
under company number 1190238.
Containership
A cargo ship specifically equipped
withcell guides for the carriage of
containerised cargo.
COVID-19
A global pandemic caused by the
SARS-CoV-2 virus, first identified in
late 2019.
CO
2
Carbon dioxide.
CPP
Clean Petroleum Products. Refined oil
products including gasoline, gas oil,
jetfuel, kerosene and naptha.
CPS
Clarksons Port Services, a business
within Clarksons’ Support division.
Crude oil
Unrefined oil.
CSOV
Construction Service Operation
Vessels. Vessels designed for wind
farm support operations, providing
accommodation, workshops and
equipment enabling access to
offshore wind installations.
CSR
Corporate Social Responsibility.
DCM
Debt Capital Markets.
DEI
Diversity, equity and inclusion.
Disclosure Guidance and
Transparency Rules
Regulations which apply to most
larger companies on the London
Stock Exchange, which implement
a number of EU Directives on
transparency, market abuse,
accounting and audit. The Disclosure
Guidance and Transparency Rules are
supplementary to the ListingRules.
Dry (market)
Generic term for the bulk market.
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GLOSSARY CONTINUED
LCO
2
Liquefied Carbon Dioxide (CO
2
).
Theliquid form of carbon dioxide,
formed via pressurisation (and often
refrigeration) of gaseous carbon
dioxide. LCO
2
carriers are vessels
designed to carry such cargoes.
LGC
Large Gas Carrier. Vessel defined by
Clarksons as 45,000-64,999 cbm.
Listing Rules
Set of regulations overseen by the
Financial Conduct Authority, which
apply to any company listed on the
London Stock Exchange.
Liquidity risk
The risk of the Group being unable
to meet its cash and collateral
obligations without incurring large
losses.
LNG
Liquefied Natural Gas.
LPG
Liquefied Petroleum Gas.
LR1
Long Range 1. Coated products
tanker, defined by Clarksons as
55,000-84,999dwt.
LR2
Long Range 2. Coated products
tanker, defined by Clarksons as
85,000-124,999dwt.
LSE
London Stock Exchange. The stock
exchange in the City of London on
which Clarkson PLC’s shares are
listed.
M&A
Mergers and Acquisitions.
MPP
Multi Purpose. A diverse fleet of
vessels which are typically capable of
carrying both containerised and bulk
cargoes; many also have ‘heavy lift’
capability in order to transport large
project cargoes.
MR
Medium Range. A product tanker
ofaround 45,000-55,000 dwt.
MRO
Maintenance, repair and operating
products, which includes
consumables, industrial equipment
and plant upkeepsupplies.
MT
Metric tonne (see tonne). A measure
equivalent to 1,000 kg.
Non-Executive Director
A Director of the Board, not part
ofthe executive management of
theCompany, who is free from any
business or other relationship that
could materially conflict with their
ability to exercise independent
judgement.
O&M
Operations & Maintenance.
OPEC
Organization of the Petroleum
Exporting Countries.
OPEC+
Organization of the Petroleum
Exporting Countries plus 11 additional
voluntary member states.
OSV
Offshore Support Vessels. Includes
Anchor Handling Tug Supplys
(‘AHTSs’) and Platform Supply
Vessels (‘PSVs’). Ships engaged in
providing support tooffshore rigs
and oil platforms.
Parent Company
Clarkson PLC as a standalone entity,
registered in England and Wales
under company number 1190238.
PCC
Pure Car Carrier.
PCG
PetroChemical Gas.
PPE
Personal protective equipment.
Products tanker
Tanker that carries refined oil
products.
ROV
Remotely Operated Vehicle.
S&P
Sale and Purchase, a business within
Clarksons’ Broking division
SaaS
Software as a Service.
SAPS
Self-administered pension scheme.
Used in this Annual Report in the
context of mortality tables published
by the UK’s Continuous Mortality
Investigation.
SBP
Share-based payments.
SCFI
Shanghai Containerised Freight Index.
An index produced by the Shanghai
Shipping Exchange reflecting
movements in spot container freight
rates from Shanghai to a selection of
destinations around the world.
SECR
Streamlined Energy and Carbon
Reporting. Mandatory reporting for
large businesses in the UK regarding
their energy and carbon emissions.
SID
Senior Independent Director, Sue
Harris.
Dry cargo carrier
A ship carrying general cargoes or
sometimes bulk cargo.
Dwt
Deadweight tonne. A measure
expressed in metric tonnes (1,000
kg) orlong tonnes (1,016 kg) of a
ship’s carrying capacity, including
cargo, bunkers, fresh water, crew and
provisions.
EBT
Employee Benefit Trust. A trust
established by the Company for the
purpose of facilitating the operation
ofthe Company’s share plans.
ECM
Equity Capital Markets.
E&P
Exploration and Production.
EPC
Engineering, procurement and
construction.
EPS
Earnings per share.
ESEF
The European Single Electronic
Format.The electronic reporting
format in which issuers on EU
regulatedmarkets must prepare
theirannual financial reports.
ESTs
Energy Saving Technologies.
ESG
Environmental, Social and
Governance.
ETS
The EU Emissions Trading System.
Agreenhouse gas emissions trading
system extended to shipping from
the start of 2024.
Executive Directors
Andi Case (CEO) and Jeff Woyda
(CFO & COO).
External audit
An independent opinion of the
Group and Company’s financial
statements byan external firm
PricewaterhouseCoopers LLP is the
Group’s current External Auditor.
Fair value
Fair value is defined as an amount at
which an asset could be exchanged
between knowledgeable and willing
parties in an arm’s-length transaction.
FFA
Forward Freight Agreement. A cash
contract for differences requiring no
physical delivery based on freight
rates on standardised trade routes
and for standardised vessel types.
FID
Refers to the Financial Investment
Decision for an investment project.
Financial Conduct Authority (‘FCA’)
The FCA regulates the financial
services industry in the UK.
Financial Reporting Council (‘FRC’)
The FRC regulates auditors,
accountants and actuaries, and sets
the UK’s Corporate Governance and
StewardshipCodes.
FOB
Forward order book. Estimated
commissions collectable over the
duration of the contract as principal
payments fall due. The forward order
book is not discounted.
Freight rate
The agreed charge for the carriage
of cargo expressed per tonne of
cargo (also Worldscale in the tanker
market), or as a lump sum.
FTSE 250
The share index consisting of the
101st to 350th largest companies
listed on the London Stock Exchange
main market. Clarkson PLC has
been a member of the FTSE 250
since2015.
FVOCI
Fair value through other
comprehensive income. A
classification category for financial
assets under IFRS 9.
FVPL
Fair value through profit or loss.
Aclassification category for financial
assets under IFRS 9.
GHG
Greenhouse gas.
Group
Clarkson PLC and its subsidiary
undertakings.
GT
Gross Tonnage. A standardised
measure of a ship’s internal volume as
defined by the IMO.
GW
Gigawatts. A unit of power or power
capacity equivalent to 1 billion watts.
IFRS
International Financial Reporting
Standards. A set of international
accounting standards stating how
particular types of transactions and
other events should be reported in
financial statements.
IEA
International Energy Agency.
Anagency which works with
countriesaround the world to shape
energy policies.
IMO
International Maritime Organization.
AUnited Nations agency devoted
toshipping.
KPIs
Key performance indicators.
KYC
Know Your Customer/Client.
Procedures designed to identify who
a company does business with to
ensure compliance with relevant laws
and regulations.
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FIVE-YEAR FINANCIAL SUMMARY
Income statement
2025*
£m
2024*
£m
2023*
£m
2022*
£m
2021*
£m
Revenue 631.4 661.4 639.4 603.8 443.3
Cost of sales (39.1) (33.7) (30.4) (21.8) (16.5)
Trading profit 592.3 627.7 609.0 582.0 426.8
Administrative expenses (514.3) (526.0) (508.8) (481.2) (355.7)
Operating profit 78.0 101.7 100.2 100.8 71.1
Profit before taxation 90.6 115.3 109.2 100.9 69.4
Taxation (20.3) (26.0) (23.4) (20.6) (14.7)
Profit for the year 70.3 89.3 85.8 80.3 54.7
* Before exceptional items and acquisition-related costs
Cash flow
2025*
£m
2024*
£m
2023*
£m
2022*
£m
Restated
2021*
£m
Net cash inflow from operating activities 64.4 114.7 155.3 178.9 125.1
Balance sheet
2025*
£m
2024*
£m
2023*
£m
2022*
£m
2021*
£m
Non-current assets 294.8 267.5 284.6 288.9 290.3
Inventories 4.5 4.3 3.3 2.4 1.5
Trade and other receivables
(including income tax receivable) 207.7 135.0 148.7 153.1 118.4
Current asset investments 70.4 62.2 40.1 3.5 10.3
Cash and cash equivalents 401.1 431.3 398.9 384.4 261.6
Current liabilities (384.1) (358.7) (371.3) (366.2) (257.3)
Non-current liabilities (66.6) (45.9) (47.7) (52.9) (63.2)
Net assets 527.8 495.7 456.6 413.2 361.6
Statistics
2025*
Pence
2024*
Pence
2023*
Pence
2022*
Pence
2021*
Pence
Earnings per share – basic* 225.8 286.9 275.0 250.3 165.6
Dividend per share 112.0 109.0 102.0 93.0 84.0
* Before exceptional items and acquisition-related costs.
Changes to IFRS have not been retrospectively adjusted.
Shipbroker
A person/company that, on behalf
of a shipowner/shipper, negotiates a
deal for the transportation of cargo
at an agreed price. Shipbrokers also
act on behalf of shipping companies
in negotiating the purchasing and
selling of ships, both secondhand
tonnage and newbuilding contracts.
Spot market
Short-term contracts for voyage, trip
or short-term time charters, normally
no longer than three months in
duration.
Suezmax
A tanker size range defined by
Clarksons as 125,000-199,999 dwt.
TCFD
Task Force on Climate-related
Financial Disclosures. A framework
which provides consistency in
reporting of climate-related financial
information.
TEU
20-foot Equivalent Units. The unit of
measurement of a standard 20-foot
long container.
TEU-miles
TEU trade volumes moved, multiplied
by distance travelled in miles; used
in order to give a better estimate
of vessel demand on given trade
route(s).
TCE
Time Charter Equivalent. Gross freight
income less voyage costs (bunker,
port and canal charges), usually
expressed in US dollar per day.
TFDE
Tri Fuel Diesel Electric. A propulsion
system used mainly in LNG carriers,
where the vessel is capable of using
both boil-off gas and conventional
fuels to generate electricity in order
to power electric motors which drive
the ship’s propellers.
Time charter
An arrangement whereby a
shipowner places a crewed ship at
a charterer’s disposal for a certain
period. Freight is customarily paid
periodically in advance. The charterer
also pays for bunker, port and canal
charges.
Tonne
Metric tonne of 1,000 kg or 2,204 lbs.
Trauma & Resuscitation Services
Limited (‘TRS’)
Gibb Group Ltd (a wholly owned
Group subsidiary) acquired TRS on
5 February 2024. The business has
since been rebranded as Gibb Medical
and Rescue.
TSR
Total Shareholder Return.
ULEC
Ultra Large Ethane Carrier.
Aspecialist vessel designed for the
carriage of liquefied ethane, with a
capacity of around 150,000 cbm.
USTR
United States Trade Representative.
VLAC
Very Large Ammonia Carrier.
AVLGC optimised for the carriage of
ammonia cargoes as well as LPG.
VLEC
Very Large Ethane Carrier.
Aspecialist vessel designed for the
carriage of liquefied ethane, with a
capacity of around 100,000 cbm.
VLCC
Very Large Crude Carrier. Tanker over
200,000 dwt.
VLGC
Very Large Gas Carrier. Vessel defined
by Clarksons as 65,000 cbm or larger.
Wet (market)
Generic term for the tanker market.
GLOSSARY CONTINUED
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